Second AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated as of December 22, 2021

Dated as of December 22, 2021

THE LIMITED PARTNERSHIP INTERESTS CREATED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE BLUE SKY STATUTES IN THE VARIOUS STATES WHERE THE INTERESTS ARE BEING OFFERED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID SECURITIES ACT OF 1933 OR THE APPLICABLE STATE BLUE SKY STATUTES OR SATISFACTORY ASSURANCE TO THE PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THE SALE OR TRANSFER OF ANY INTEREST IN THE PARTNERSHIP MUST BE MADE IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. IN VIEW OF THESE RESTRICTIONS, THE PURCHASER OF ANY INTEREST IN THE PARTNERSHIP MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

TABLE OF CONTENTS

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WHEREAS, the parties hereto desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to the following:

ARTICLE I

CONSTRUCTION AND DEFINED TERMS

Construction of the language of this Agreement shall be as set forth in Exhibit A.  Capitalized terms used in this Agreement (including Exhibits and Schedules hereto) but not defined in the body hereof shall have the meanings ascribed to them in Exhibit A.

ARTICLE II

ORGANIZATION

Section 2.1. Formation. The Partnership was organized on February 5, 2021 pursuant to the Partnership Act. The General Partner and each of the Limited Partners shall be deemed to have notice of, and be bound by, the terms and conditions set forth in this Agreement. Except as expressly provided herein and to the extent permitted by the Partnership Act, the rights and obligations of the General Partner and each of the Limited Partners and the administration and termination of the Partnership shall be governed by the Partnership Act. The General Partner or any Person designated by the General Partner is hereby designated as an authorized person to execute, deliver and file any certificates, notices or other documents and any amendments and/or restatements thereof necessary for the Partnership to qualify to do business in a jurisdiction in which the Partnership may wish to conduct business.

Section 2.2. Name. Unless and until amended in accordance with this Agreement and the Partnership Act, the name of the Partnership will be “Make a Difference Ventures II, L.P.”

Section 2.3. Term. The term of the Partnership commenced on the date of filing of the requisite notice to form the Partnership in accordance with the Partnership Act and shall continue in perpetuity; provided that the Partnership may be dissolved, wound up and terminated in accordance with Article XIII.

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Section 2.4. Purpose; Powers. The purpose of the Partnership is to engage in business ventures that generate a responsible return to investors while moving the world toward carbon free energy production and transportation as fast as prudently achievable by: (a) entering into strategic partnerships with companies that specialize in projects that either directly reduce or eliminate greenhouse gas emissions or support the reduction or elimination of greenhouse gas emissions in the power generation and transportation industries; and (b) entering into business relationships, through agreements such as licenses or joint ventures, with companies owning technologies that when deployed either directly reduce or eliminate greenhouse gas emissions or support the reduction or elimination of greenhouse gas emissions in the power generation and transportation industries, together with computer/IT technologies that support same; and (c) the formation and operation of businesses related to or emerging from the above activities. An ancillary goal of the Partnership will be to increase affordable clean energy and transportation options to developing countries, as well as historically disadvantaged populations and communities, thereby increasing the standard of living enjoyed by the citizens of those countries and communities. The Partnership shall have the power and authority to take any and all actions and engage in any and all activities necessary, appropriate, desirable, advisable, ancillary or incidental to the accomplishment of the foregoing purposes.

UNITS

Section 3.1. Units. The Partnership is offering limited partnership interests (the “Interests”) to potential investors (the “Limited Partners” and, collectively with the General Partner, the “Partners”) in exchange for capital contributions to the Partnership (“Capital Contributions”) of up to $363,000,000 in the aggregate. The General Partner retains the right to accept Capital Contributions in excess of this amount, but in no event greater than $413,000,000 without the prior approval of a majority of the Interests. The Interests of the Partners in the Partnership shall be issued in unit increments (each, a “Unit”). Each Unit shall bear a Capital Contribution Valuation of twenty-five dollars ($25.00).  The Partnership is authorized to issue three classes of Units to be designated Class RD, Class RA and Class RCF Units.  The rights associated with each class of Units are set forth hereinafter. The Units will not be represented by certificates but will be recorded on the Partnership’s books and records. In the future, the General Partner may elect to have the Units be issued in a digital or tokenized format and issued electronically via blockchain technology or any other form of similar issuance which may in the future become technologically and legally available. The minimum Capital Contribution of a Limited Partner for RD shall be $25,000, subject in each case to acceptance of a lesser amount by the General Partner in its sole and exclusive discretion. The minimum Capital Contribution of a Limited Partner for the RA shall be $2,000 subject in each case to acceptance of a lesser amount by the General Partner in its sole and exclusive discretion. The minimum Capital Contribution of a Limited Partner for the RCF Units shall be $500.00, subject in each case to acceptance of a lesser amount by the General Partner in its sole and exclusive discretion.  The General Partner may, in its sole and exclusive discretion, reject any subscription that is tendered.

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Section 3.2.  GP Interests.  The Partnership shall issued 100 General Partner Units to the General Partner.

Section 3.3Class RD Units: Class RD Units shall be issued at a price per Unit as determined from time to time in good faith by the General Partner.  As of the Effective Date, there shall be 11,000,000 RD Units at a Capital Contribution Valuation and purchase price of $25.00 per Unit.  Additional RD Units may be issued at such times and on such terms as determined by the General Partner in its sole discretion; provided however, that additional RD Units shall not exceed a total of 13,000,000 without the prior approval of a majority of the Interests.  The General Partner may determine not to sell all RD Units if the General Partner concludes, in its sole and exclusive discretion, that it is in the best interest of the Partnership not to do so. 

Section 3.4. Class RA Units: Class RA Units shall be issued at a price per Unit as determined from time to time in good faith by the General Partner.  As of the Effective Date, there shall be 3,300,000 RA Units at a Capital Contribution Valuation and purchase price of $25.00 per Unit.  Additional RA Units may be issued at such times and on such terms as determined by the General Partner in its sole discretion; provided, however, such additional RA Units shall not exceed a total of 3,300,000 without the prior approval of a majority of the Interests.  The General Partner may determine not to sell all RA Units if the General Partner concludes, in its sole and exclusive discretion, that it is in the best interest of the Partnership not to do so.

Section 3.5 Class RCF Units: Class RCF Units shall be issued at a price per Unit as determined from time to time in good faith by the General Partner.  As of the Effective Date, there shall be 220,000 Common Units at a Capital Contribution Valuation and purchase price of $25.00 per Common Unit.  Additional Common Units may be issued at such times and on such terms as determined by the General Partner in its sole discretion; provided, however, such RCF Units not to exceed a total of 220,000 without the prior approval of a majority of the Interests.  The General Partner may determine not to sell all Common Units if the General Partner concludes, in its sole and exclusive discretion, that it is in the best interest of the Partnership not to do so.

Section 3.6. Investment Purpose. The Partners represent that the Units are being acquired for investment and not with a view toward the distribution thereof.

Section 3.7 Authority to issue Units as Incentive. Units, in addition to those set forth on Schedule I, may be issued at such times and on such terms, including free of charge, as determined by the General Partner in its sole and exclusive discretion, including as an incentive to employees of the Partnership, but under no circumstances shall the number of Units issued exceed the limits set forth in section 3.2 through 3.4 above without the prior approval of a majority of the Interests. Issuance of Units under this section may only be made for reasons that are in the best interest of the Partnership as determined by the General Partner in its sole and exclusive discretion. The General Partner may not, however, issue Units under this section to itself or any of its owners or affiliates.

ARTICLE IV

TRANSFERABILITY OF PARTNERSHIP UNITS

A Limited Partner may not Transfer its Units, provided, however, that the General Partner may, in its sole discretion, authorize a Limited Partner to Transfer its Units. The General Partner reserves the sole and exclusive discretion to adopt technologies capable of automating the authorization for a Limited Partner to Transfer its Units.

ARTICLE V

PARTNERS

Section 5.1. Partners. As of the Effective Date, the names and addresses of the Partners and the class and number of Units owned by each Partner are set forth in Schedule I hereto. Schedule I may be updated from time to time by the General Partner without any further action by the other Partners to reflect changes in Partners or their respective holdings of Units that may occur in accordance with the terms of this Agreement.

Section 5.2. Additional Partners. One or more Additional Partners may be admitted to the Partnership as a Partner upon the approval of the General Partner, subject to the terms of this Agreement, and such Persons will be admitted as Partners of the Partnership provided that they execute a counterpart signature page to this Agreement agreeing to be bound by the terms of this Agreement.

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Section 5.3. Resignation or Withdrawal of a Partner. Except as otherwise agreed in writing between a Partner and the Partnership, a Partner may not, at any time, retire or withdraw from the Partnership without obtaining the prior written consent of the General Partner. The withdrawal of a Partner shall not dissolve the Partnership, and the Partnership shall continue notwithstanding such withdrawal.

Section 5.4. No Authority as Agent. No Partner will have the authority, in its capacity as a Partner, to enter into any transaction on behalf of the Partnership or to otherwise bind the Partnership except as provided in Article VII hereof.

Section 5.5. Limited Partner Meetings. The Partnership will hold meetings no less than annually to provide Limited Partners with the opportunity to review and discuss the Partnership’s business activity. Such meetings may be held in whole or in part via conference call or web-based meeting software, such as GoToMeeting.

ARTICLE VI

CAPITAL CONTRIBUTIONS

Section 6.1. Capital Contributions. As of the Effective Date, the General Partner shall have made a Capital Contribution of $900.00 in exchange for its General Partner Unit. Each Limited Partner shall make its Capital Contributions immediately upon execution of the Subscription Agreement for same, unless otherwise agreed by the General Partner if it concludes, in its sole and exclusive discretion, that it is in the best interest of the Partnership to do so.

Section 6.2.  Minimum Contributions.

The minimum Capital Contribution of a Limited Partner for RD Units shall be $25,000, subject in each case to acceptance of a lesser amount by the General Partner in its sole and exclusive discretion. The minimum Capital Contribution of a Limited Partner for the RA Units shall be $2,000.00, subject in each case to acceptance of a lesser amount by the General Partner in its sole and exclusive discretion. The minimum Capital Contribution of a Limited Partner for the RCF Units shall be $500.00, subject in each case to acceptance of a lesser amount by the General Partner in its sole and exclusive discretion. The General Partner may, in its sole and exclusive discretion, reject any subscription that is tendered.

The General Partner may, in its sole and exclusive discretion, reject any subscription that is tendered.

Section 6.3. Additional Contributions. No Partner shall be obligated to make any additional Capital Contributions without the consent of such Partner.

Section 6.4. Return of Contributions. Except as otherwise provided in Article XIII, (a) a Partner is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions, (b) an unrepaid Capital Contribution is not a liability of the Partnership or of any Partner, and (c) a Partner is not required to contribute or to lend any cash or property to the Partnership to enable the Partnership to return any Partner’s Capital Contributions.

Section 6.5. Capital Accounts.

(a) A separate capital account (a “Capital Account”) shall be maintained for each Partner by the Partnership in accordance with this Agreement and the rules of Section 704 of the Code and the Treasury Regulations thereunder. Capital Accounts will not govern distributions by the Partnership to the Partners, it being understood that Capital Accounts will be maintained solely to assist the Partnership in allocating tax items of the Partnership. The Capital Account of each Partner will be increased by (i) the amount of Capital Contributions made by such Partner; and (ii) such Partner’s share of Profits (or items thereof), if any, allocated to its Capital Account pursuant to this Agreement. The Capital Account of each Partner will be decreased by (x) the amount of money and the Gross Asset Value of any property distributed by the Partnership (determined by the General Partner as of the date of distribution) to such Partner (net of any liabilities secured by such property that such Partner is considered to assume or hold subject to for purposes of Section 752 of the Code); and (y) such Partner’s share of Losses (or items thereof) allocated to its Capital Account pursuant to this Agreement.

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(b) Upon the admission of an Additional Partner to the Partnership and upon other events when the Gross Asset Value of the Partnership’s assets will be adjusted, the Capital Accounts of the Partners will be adjusted to reflect their interests in the then fair market value of the Partnership’s assets. If Units are issued pursuant to the exercise of an option, warrant or other convertible equity interest issued by the Partnership, the Capital Account of the exercising person will reflect not only the cash or property contributed by such person, but also any excess of the fair market value of such person’s proportionate share of the Partnership’s assets over such contribution (and the Capital Accounts of the other Partners will be adjusted pursuant to the first sentence of this paragraph).

ARTICLE VII

MANAGEMENT BY GENERAL PARTNER

(a)Execute, deliver and perform all contracts and other undertakings and engage in all the activities and transactions as may in the opinion of the General Partner be necessary or advisable to carry out the foregoing objectives and purposes, including: 

(i)to purchase, transfer, pledge, hypothecate, mortgage, or otherwise acquire and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Partnership assets; 

(ii)to adopt any technologies to reduce the transaction costs of issuing, or managing compliance risk associated with, any Interest in the Partnership. 

(iii)to open and maintain bank accounts and to take out loans; and 

(iv)to do other acts as may be advisable or necessary in connection with maintaining an organization; and 

Section 7.5 Costs and Expenses.  The Partnership will be responsible for all of its operational costs and expenses, including, without limitation: (i) employees of the Partnership and its operational subsidiaries and related entities; (ii) office expenses of the Partnership and its operational subsidiaries and related entities; (iii) out-of-pocket expenses of all transactions, whether or not consummated; (iv) expenses associated with the acquisition, operation, and disposition (if any) of the Partnership’s operating businesses, including all travel, lodging and entertainment expenses, marketing and sales expenses, and extraordinary expenses, if any (such as certain valuation expenses, litigation expenses and indemnification payments); (v) legal, accounting, consulting, investment banking, financing and brokerage fees and expenses, if any; (vi) expenses associated with financial statements, reports and tax returns prepared for the Partnership and its operating subsidiary and related entities; (vii) expenses of advisors and of any Partnership administrator; (viii) organizational expenses; (ix) expenses associated with any Limited Partner meetings; and (x) any taxes, fees, or other governmental charges levied against the Partnership or its subsidiary and related entities.

Section 7.7 Compensatory Benefit Plans and Contracts. The General Partner may, when it determines in its sole and exclusive discretion that it is in the best interest of the Partnership, issue Units as compensation for services rendered, and/or to be rendered, to the Partnership. Issuance of  Units, as compensation for services, can be in lieu of cash compensation, or an incentive/bonus compensation. All issuances of  Units in compensation for services shall be based on a written contract with the service provider and approved by the General Partner.

ARTICLE VIII

DISTRIBUTIONS

b)for each annual distribution period in which the Cash Available for Distribution represents an annual return on capital of at least five percent (5%) but less than eight percent (8%) to the Partners, (x) five percent (5%) to the General Partner and (y) ninety-five percent (95%) to the Limited Partners in proportion to their respective Capital Percentages; or 

c)for each annual distribution period in which the Cash Available for Distribution represents an annual return on capital of at least eight percent (8%) but less than ten percent (10%) to the Partners, (x) ten percent (10%) to the General Partner and (y) ninety (90%) to the Limited Partners in proportion to their respective Capital Percentages; or 

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d)for each annual distribution period in which the Cash Available for Distribution represents an annual return on capital of at least ten percent (10%) but less than twelve percent (12%) to the Partners, (x) fifteen percent (15%) to the General Partner and (y) eighty-five (85%) to the Limited Partners in proportion to their respective Capital Percentages; or 

e)for each annual distribution period in which the Cash Available for Distribution represents an annual return on capital of at least twelve percent (12%) but less than fifteen percent (15%) to the Partners, (x) twenty percent (20%) to the General Partner and (y) eighty percent (80%) to the Limited Partners in proportion to their respective Capital Percentages; or 

g)for each annual distribution period in which the Cash Available for Distribution represents an annual return on capital of at least twenty five percent (25%) but less than thirty five percent (35%) to the Partners, (x) thirty five percent (35%) to the General Partner and (y) sixty five percent (65%) to the Limited Partners in proportion to their respective Capital Percentages; or 

h)for each annual distribution period in which the Cash Available for Distribution represents an annual return on capital of at least thirty five percent (35%) and less than fifty percent (50%) to the Partners, (x) forty five percent (45%) to the General Partner and (y) fifty five percent (55%) to the Limited Partners in proportion to their respective Capital Percentages; or 

i)for each annual distribution period in which the Cash Available for Distribution represents an annual return on capital of at least fifty percent (50%) to the Partners, all returns in excess of fifty percent (50%) shall be distributed (x) fifty percent (50%) to the General Partner and (y) fifty percent (50%) to the Limited Partners in proportion to their respective Capital Percentages. 

Section 8.2. Return of Distributions. Partners who receive Distributions made in violation of the Partnership Act or this Agreement shall return such distributions to the Partnership. Except for those Distributions made in violation of the Partnership Act or this Agreement, no Partner will be obligated to return any Distribution to the Partnership or pay the amount of any distribution for the account of the Partnership or to any creditor of the Partnership. The amount of any Distribution returned to the Partnership by a Partner or paid by a Partner for the account of the Partnership or to a creditor of the Partnership will be added to the account or accounts from which it was subtracted when it was distributed to the Partner.

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ARTICLE IX

ALLOCATIONS

Section 9.1. Allocation of Profits and Losses.

(a) The Profits and Losses of the Partnership for each Fiscal Year or other relevant period of calculation, as determined by the General Partner in accordance with the provisions hereof, will be allocated among the Partners in a manner such that the Capital Account of each Partner, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to the Distributions that would be made to such Partner pursuant to Section 8.1 if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Values, all Partnership liabilities were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Values of the assets securing such liability), and the net assets of the Partnership were distributed in accordance with Section 8.1 to the Partners immediately after making such allocation. The special allocations provided in this Agreement shall be taken into account for Capital Account purposes.

(b) To the extent necessary to comply with Code Section 704 and the Treasury Regulations promulgated thereunder, items of income, gain, loss, deduction and credit shall be allocated in the manner and to the extent provided by (1) Treasury Regulations section 1.704- 1(b)(4), (2) Treasury Regulations section 1.704-1(b)(2) (to comply with the substantial economic effect safe harbors), including, without limitation, the “qualified income offset” provision of Treasury Regulations section 1.704-1(b)(2)(ii)(d) (flush language) and Treasury Regulations section 1.704-1(b)(2)(iv) (capital account requirements), and (3) Treasury Regulations section 1.704-2, including, without limitation, Treasury Regulations section 1.704- 2(e), 1.704-2(i)(2) and 1.704-2(i)(4), which are incorporated by reference herein.

Section 9.2. Tax Allocations.

(a) Unless otherwise required by Sections 704(b) and (c) of the Code or the Treasury Regulations promulgated thereunder, all items of income, gain, loss, deduction or credit, as determined for federal, state and local tax purposes, will be allocated among the Partners in the same manner as the corresponding items of income, gain, loss or deduction are allocated pursuant to Section 9.1.

(b) In accordance with Section 704(c) of the Code and the applicable Treasury Regulations thereunder, any income, gain, loss or deduction with respect to any property contributed to the capital of the Partnership, or with respect to any property which has a Gross Asset Value different than its adjusted tax basis at the time of the contribution, will, solely for federal income tax purposes, be allocated among the Partners so as to take into account any variation between the adjusted tax basis of such property and the Gross Asset Value of such property. The General Partner shall cause the Partnership to elect any method of allocation permitted by Treasury Regulations Section 1.704-3 with respect to such allocation. Partners shall provide the Partnership with the adjusted tax basis of any property contributed to the Partnership to enable such allocation to be made.

(c) The General Partner shall be authorized in its sole discretion to make appropriate adjustments to the allocations of items to comply with Section 704 of the Code and the Treasury Regulations thereunder. Allocations pursuant to this Section 9.2 are made solely for tax purposes and will not offset, or in any way be taken into account in computing, any Partner’s Capital Account balance or share of Partnership distributions. Each Partner is aware of the income tax consequences of the allocations made by this Agreement and agrees to be bound by the provisions of this Article IX in reporting its share of Partnership income and loss for income tax purposes. The General Partner also shall be authorized in its sole discretion to make all elections required or permitted to be made by the Partnership under the Code (including but not limited to an election under Section 754 or Section 743(e) of the Code and the safe harbor election provided for by the Proposed Revenue Procedure included in Notice 2005-43, or any similar election provided in a final revenue procedure or other published guidance relating to the compensatory transfer of partnership interests (the latter election, a “Safe Harbor Election”)), in the manner that the General Partner determines will be most advantageous to the Partnership. Each Partner agrees to comply with all requirements of the Proposed Revenue Procedure included in Notice 2005-43, or any similar final revenue procedure or other published guidance relating to the compensatory transfer of partnership interests, if a Safe Harbor Election is made, in a manner consistent with such election.

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ARTICLE X

TAX MATTERS

Section 10.1. Partnership Representative. The General Partner shall be the initial “partnership representative” within the meaning of Section 6231(a)(7) of the Code (the “Partnership Representative”). The Partnership Representative shall determine in its reasonable discretion (a) the appropriate treatment of each item of income, gain, loss, deduction and credit of the Partnership on its Tax returns, (b) the accounting methods and conventions under the Tax Laws of the United States, the several states and other relevant jurisdictions applicable to the treatment of any such item and (c) any other method or procedure related to the preparation of such Tax returns. The Partnership Representative shall have all of the rights, duties, powers and obligations provided for in Sections 6221 through 6232 of the Code. The Partnership intends to file as a partnership for U.S. federal, state and local income tax purposes. All elections required or permitted to be made by the Partnership, and all other Tax decisions and determinations relating to U.S. federal, state or local Tax matters of the Partnership, shall be made by the Partnership Representative, in consultation with the Partnership’s attorneys and/or accountants; provided that the Partnership Representative shall, upon the request of any Partner, make an election pursuant to Section 754 of the Code. Tax audits, controversies and litigations shall be conducted under the direction of the Partnership Representative. As soon as reasonably practicable after the end of each taxable year but not later than seventy five (75) days after the end of each taxable year (subject to any reasonable delays in the event of the late receipt of any necessary financial statements and tax information of any Person in which the Partnership holds an interest; provided that the General Partner shall use its reasonable efforts to avoid such delays), the Partnership shall send to each Partner a copy of U.S. Internal Revenue Service Schedule K-1, and any comparable statements required by applicable state or local income tax Law, with respect to such taxable year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own Tax returns. The Partnership shall bear the cost of the preparation and filing of its Tax returns with respect to the Partnership, but shall not bear any additional costs related primarily to any specific Partner. The Partnership Representative shall inform each other Partner of all significant matters that may come to its attention in its capacity as Partnership Representative by giving notice thereof as soon as reasonably practicable after becoming aware thereof and, within that time, shall forward to each other Partner copies of all significant written communications it may receive in that capacity. Upon the request of a Limited Partner, the Partnership shall make available an estimate of taxable income of the Partnership allocated to such Limited Partner for such taxable year no earlier than 30 days following the end of the taxable year. Each Partner agrees to provide the Partnership such information, if any, as may be needed by the Partnership for purposes of preparing Tax returns and information returns and any other information as reasonably requested by the Partnership.

Section 10.2. Tax Withholding. To the extent the Partnership is required by Law to withhold or to make Tax payments on behalf of or with respect to any Partner (“Tax Advances”), the Partnership may withhold such amounts and make such Tax payments as so required. All Tax Advances made on behalf of a Partner shall at the option of the General Partner be promptly repaid by (A) reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner or (B) requiring payment to the Partnership by the Partner on which behalf such Tax Advances were made (such payment not to constitute a Capital Contribution of such Partner). If a distribution to a Partner is actually reduced as a result of a Tax Advance, for all other purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is reduced by the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for Taxes, penalties, additions to Tax or interest) with respect to income attributable to or distributions or other payments to such Partner.

Section 10.3. Partnership Status. Notwithstanding anything contained in this Agreement to the contrary, the Partnership will undertake all necessary steps to preserve the limited liability of all Limited Partners and the Partnership’s status as a partnership for U.S. federal Tax purposes. Each Partner agrees that it is solely responsible for, and will timely pay all income and other taxes applicable to the receipt, ownership (including allocations of taxable income) and disposition of its Units.

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ARTICLE XI

ACCOUNTING AND RECORDS

Section 11.1. Maintenance of Books.

(a) Supervision; Inspection; Reports. Proper and complete books of account and records of the business of the Partnership will be kept under the supervision of the General Partner at the Partnership’s principal office. Such books and records will be open to inspection, audit and copying by any holder of Units, any representative thereof and their respective designated agents, upon reasonable notice at any time during business hours, for any purpose reasonably related to such Person’s interest in the Partnership. Annual audited and quarterly unaudited financial statements of the Partnership and no less than annual progress reports on each business operation of the Partnership will be provided to each Limited Partner.

(b)Reliance on Books and Records. Any Partner will be fully protected in relying in good faith upon the records and books of account of the Partnership and upon such information, opinions, reports or statements presented to the Partnership by any of its other Partners or employees, or by any other Person, as to matters the Partner reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Partnership, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Partnership or any other facts pertinent to the existence and amount of assets from which distributions to Partners might properly be paid. 

ARTICLE XII

LIABILITY, EXCULPATION, AND INDEMNIFICATION

Section 12.1. Liability. Except as otherwise provided by the Partnership Act, the debts, obligations and liabilities of the Partnership, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Partnership, and no Covered Person will be obligated personally for any such debt, obligation or liability of the Partnership solely by reason of being a Covered Person.

Section 12.3. Duties and Liabilities of Covered Persons. To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to any other Covered Person, a Covered Person acting under this Agreement will not be liable to the Partnership or to any other Covered Person for its good faith reliance on the provisions of this Agreement.

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Section 12.5. Expenses. To the fullest extent permitted by applicable Law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Covered Person to repay such amount if it is determined in such final disposition that the Covered Person is not entitled to be indemnified as authorized in this Article XII. The General Partner and the Partnership may enter into indemnity contracts with Covered Persons and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under this Section 12.5 and containing such other procedures regarding indemnification as are appropriate.

Section 12.6. Insurance. The Partnership may purchase and maintain insurance, to the extent and in such amounts as the General Partner deems reasonable, on behalf of Covered Persons and such other Persons as the General Partner determines, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Partnership or such indemnities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

Section 12.7. Fiduciary Duties. This Agreement is not intended to, and does not, create or impose any fiduciary duty on any Covered Person. To the greatest extent permitted by law, the Partners hereby waive any and all fiduciary duties owed by the Partners that, absent such waiver, may be implied by law or equity, and in doing so, recognize, acknowledge and agree that the Covered Persons’ duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and any other express agreements to which they are a party, if any.

ARTICLE XIII

DISSOLUTION, WINDING-UP AND TERMINATION

Section 13.2. Authority to Wind Up. The General Partner will retain all power and authority required to marshal the assets of the Partnership, to pay the Partnership’s creditors, to distribute assets and otherwise wind up the business and affairs of the Partnership.

Section 13.3. Distribution of Property. Upon dissolution and winding up of the Partnership, the affairs of the Partnership will be wound up and the Partnership dissolved by the General Partner. The assets of the Partnership will be applied to pay creditors of the Partnership in the order of priority provided by Law. Any remaining assets will be distributed to the Partners in accordance with Article VIII. Any outstanding Units that remain unvested as of the date of (and after giving effect to) such final distribution shall be forfeited.

Section 13.4. Capital Account Deficit. Any Partner with a deficit in its Capital Account will not be required to contribute such deficit amount to the Partnership upon the dissolution thereof.

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ARTICLE XIV

GENERAL PROVISIONS

Section 14.1. Amendment or Restatement. Except as otherwise set forth herein, any amendment to this Agreement may be adopted and be effective as an amendment hereto if approved by the General Partner, provided, that any amendment to the direct rights or obligations of holders of a class of Units in their capacity as holders of said class of Units will require the consent of the holders of more than 50% of the outstanding class of Units, which consent may not be unreasonably withheld or delayed. The General Partner shall provide all Partners with a copy of any such amendment.

Section 14.2. Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and will be binding upon, the Partners and their respective successors and assigns.

“Depreciation” means, for each Accounting Period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such Accounting Period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes during such Accounting Period, Depreciation for such asset will be an amount which bears the same ratio to Gross Asset Value of the asset as the federal income tax depreciation, amortization or other cost recovery deduction for such Accounting Period bears to the adjusted tax basis of the asset; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Accounting Period is zero, Depreciation will be determined with reference to such asset as if the adjusted basis of the asset for federal income tax purposes were equal to the Gross Asset Value and using any reasonable method of cost recovery selected by the General Partner.

“Dissolution” means, with respect to any Partner, the termination of its existence; provided, however, that a change in the ownership of any Partner that is a partnership will not constitute a “Dissolution” hereunder, whether or not the Partner is deemed technically dissolved for partnership law purposes, so long as the business of the Partner is continued.

“Dissolution Event” has the meaning set forth in Section 13.1.

Distribution, Distributions or Cash Distributions shall mean the disbursement of cash or other property to the Partners in accordance with the terms of this Agreement.

“Equity Incentive Plan” means a plan designed to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees and directors, and ultimately to promote the success of the Partnership. The plan permits the grant of incentive compensation in form of Interest in the Partnership.

“Fair Market Value” means, with respect to any Unit, a price determined by the General Partner in good faith based solely on the liquidation value at the time that Fair Market Value of the assets of the Partnership is determined.

“Fiscal Year” has the meaning set forth in Section 2.7.

“General Partner” has the meaning set forth in the preamble.

“Governmental Authority” means any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (ii) U.S. and other federal, state, local, municipal, foreign or other government; or (iii) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or entity and any court or other tribunal).

ii

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(a) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership will be the gross fair market value of such asset (not reduced by any associated liabilities), as agreed to by the contributing Partner and the General Partner;

(b) The Gross Asset Values of all Partnership assets will be adjusted to equal their respective gross fair market values, as determined by the General Partner, as of the following times: (i) the acquisition of one or more additional Units (including upon the exercise of options, warrants or other convertible equity interests) by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for one or more Units; (iii) the liquidation of the Partnership within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); (iv) in connection with the grant of an interest in the Partnership (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner acting in a Partner capacity or by a new Partner acting in a Partner capacity or in anticipation of being a Partner and (v) any other instance in which such adjustment is permitted under Treasury Regulations Section 1.704-1(b)(2)(iv); provided, however, that adjustments pursuant to clauses (i), (ii), (iv) and (v) above may be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership; and

(c) The Gross Asset Value of any property distributed to a Partner will be adjusted to equal the gross fair market value of such asset on the date of distribution as determined reasonably by the General Partner.

(d) If the Gross Asset Value of a Partnership asset differs from its adjusted basis for federal income tax purposes, then in lieu of adjusting the Gross Asset Value of such asset by its depreciation for federal income tax purposes, such Gross Asset Value will be adjusted by Depreciation with respect to such asset.

“Interest” means an interest in the Partnership, including the right of the holder thereof to any and all benefits to which a holder thereof may be entitled as provided in this Agreement together with the obligations of a holder thereof to comply with all of the terms and provisions of this Agreement.

“Law” means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a Governmental Authority and shall include, for the avoidance of any doubt, the Partnership Act.

“Limited Partner” has the meaning set forth in the preamble.

“Management Committee of the General Partner” means the Managing Directors responsible for all day-to-day activities of the General Partner.

“Partner” means the General Partner, in its capacity as general partner of the Partnership, or any of the Limited Partners, in their capacity as limited partners of the Partnership, and “Partners” means the General Partner and all of the Limited Partners.

“Partnership” means the limited partnership governed hereby, as such limited partnership may from time to time be constituted.