0001144204-07-012032 Sample Contracts

UNITED STATES NATURAL GAS FUND, LP FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
United States Natural Gas Fund, LP • March 9th, 2007 • Commodity contracts brokers & dealers • Delaware

This Amended and Restated Agreement of Limited Partnership (this “Agreement”) executed on , is entered into by and among Victoria Bay Asset Management, LLC, a Delaware limited liability company, as General Partner, Wainwright Holdings, Inc., a Delaware corporation, as the Organizational Limited Partner, and [Initial Authorized Purchaser,] as a Limited Partner, together with any Persons who shall hereafter be admitted as Partners in accordance with this Agreement.

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FORM OF THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VICTORIA BAY ASSET MANAGEMENT, LLC Dated as of December 12, 2006
Limited Liability Company Agreement • March 9th, 2007 • United States Natural Gas Fund, LP • Commodity contracts brokers & dealers

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of VICTORIA BAY ASSET MANAGEMENT, LLC, is entered into as of the 12th day of December, 2006, by Wainwright Holdings, Inc., as the sole member of the limited liability company.

FORM OF UNITED STATES NATURAL GAS FUND, LP AUTHORIZED PURCHASER AGREEMENT
Authorized Purchaser Agreement • March 9th, 2007 • United States Natural Gas Fund, LP • Commodity contracts brokers & dealers • New York

This United States Natural Gas Fund, LP Authorized Purchaser Agreement (the “Agreement”), dated as of ____________, is entered into by and between Victoria Bay Asset Management, LLC, a Delaware limited liability company and General Partner of United States Natural Gas Fund, LP (the “General Partner”), on behalf of itself and as General Partner of United States Natural Gas Fund, LP, and _________________, a [state] [type of business organization] (the “Authorized Purchaser”).

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