FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GPB AUTOMOTIVE PORTFOLIO, LP (A Delaware Limited Partnership)

TABLE OF CONTENTS

Article 1. GENERAL

1

1.1

Organization

1

1.2

Name

2

1.3

Certificates and Other Filings

2

1.4

Offices and Agent

2

1.5

Term

2

1.6

Purpose

2

1.7

Powers

2

1.8

Partner Information

3

1.9

Ownership

3

Article 2. DEFINITIONS

3

2.1

Certain Definitions

3

2.2

Other Definitions

13

Article 3. MANAGEMENT

14

3.1

Authority

14

3.2

Limitations on Authority

16

3.3

Partnership Expenses

17

3.4

Organization and Offering Expenses

18

3.5

General and Administrative Expenses

18

3.6

Other Fees

19

3.7

Certain Activities

19

3.8

Other Matters

20

3.9

Registrar and Transfer Agent

21

3.10

Removal

21

3.11

Reliance on Authority of General Partner

22

3.12

Affiliated Funds

22

3.13

Managerial Assistance Fee

22

3.14

Acquisition Committee

23

3.15

Advisory Committee

23

Article 4. THE LIMITED PARTNERS

23

4.1

Admission

23

4.2

Rights and Duties

24

4.3

Meetings

24

4.4

Book-Entry Evidence of Ownership

25

4.5

Joint Holders of Units

25

Article 5. CAPITALIZATION

25

5.1

Units

25

5.2

Capital Contributions

26

5.3

Additional Capital Contributions

26

5.4

Return of Capital

26

5.5

No Interest on Capital Contributions

26

5.6

Debt Facility

26

Article 6. BOOKS AND RECORDS

26

6.1

Bank Accounts

26

6.2

Records

27

6.3

Books and Tax Returns

27

6.4

Audits

27

6.5

Reports

27

6.6

Tax Elections

27

6.7

Tax Matters Partner

28

Article 7. ALLOCATIONS

28

7.1

Allocation of Net Profits and Net Losses

28

7.2

Authority to Reallocate

28

7.3

Special Allocations

28

7.4

Tax Rules

30

7.5

Other Allocation Rules

31

Article 8. DISTRIBUTIONS

31

8.1

Amounts

31

8.2

Special Partner Tax Distribution

31

8.3

Priority

32

8.4

General

33

8.5

Tax Withholding

33

8.6

Adjustments and Determinations by General Partner

34

Article 9. REPRESENTATIONS; WARRANTIES; RIGHTS; OBLIGATIONS

35

9.1

Representations & Warranties of the General Partner

35

9.2

Representations & Warranties of the Limited Partners

35

9.3

Indemnification

35

9.4

Inspection Rights

37

9.5

Confidentiality

38

Article 10. TRANSFERS AND WITHDRAWALS

40

10.1

Transfer Limitation

40

10.2

Permissible Transfers

40

10.3

Substitute Partner

41

10.4

Assignment of the General Partner’s Units

42

10.5

Substitute General Partner

42

10.6

Allocations Between Transferor and Transferee

42

10.7

Redemption

42

10.8

Representations Regarding Transfers

43

10.9

Parties Not Bound to See to Trust or Equity

43

10.10

Compulsory Transfer or Acquisition of Units

43

Article 11. WINDING UP

44

11.1

Events Requiring Winding Up

44

11.2

Election to Continue the Partnership

45

11.3

Winding Up

46

11.4

Rights of Limited Partners

47

11.5

Termination of Partnership

47

11.6

Waiver of Partition

47

11.7

Negative Capital Accounts

47

Article 12. POWER OF ATTORNEY

47

12.1

Power of Attorney

47

12.2

Duration of Power

48

Article 13. MISCELLANEOUS

48

13.1

Amendments

48

13.2

Complete Agreement

49

13.3

Governing Law

49

13.4

Binding Effect

50

13.5

Interpretation

50

13.6

Multiple Counterparts

50

13.7

Execution of Documents

50

13.8

Reliance on Authority

50

13.9

No Third Party Beneficiary

51

13.10

Notices

51

13.11

Waiver

51

13.12

Liability

51

13.13

Legal Counsel

52

1.1

Organization.

1.2

Name.

1.3

Certificates and Other Filings.

1.4

Offices and Agent.

1.5

Term.

1.6

Purpose.

1.7

Powers.

1.8

Partner Information.

1.9

Ownership.

2.1

Certain Definitions.

2.2

Other Definitions.

3.1

Authority.

(a)

acquire (i) all or substantially all of the assets of or controlling interests, whether equity, debt or otherwise, in automotive dealerships (the “Dealerships”), (ii) provide managerial assistance to such Dealerships, (iii) develop such assets for appreciation, income and/or long term growth, and (iv) otherwise operate, manage or sell such assets as the General Partner deems appropriate in its sole discretion;

(b)

acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership including the authority to acquire real and personal property from the General Partner or any Limited Partner or their respective Affiliates;

(c)

operate, maintain, improve, construct, lease and sell any Partnership assets necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership;

(d)

execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of Partnership assets, or in connection with managing the affairs of the Partnership, including executing amendments to the Agreement and the Certificate in accordance with the terms of the Agreement, pursuant to any power of attorney granted by the Limited Partners to the General Partner;

(e)

register or take title to Partnership assets in the Partnership’s name or as trustee, with or without disclosing the identity of his, her or its principal;

(f)

pay, prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting Partnership assets and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Partnership’s assets;

(g)

borrow and lend money, and, in accordance with this Agreement, allow a Partner to lend money to and transact other business with the Partnership or Partners;

(h)

borrow or raise money by issuing, accepting, endorsing or executing notes, drafts, bills of exchange, warrants, bonds, debentures, instruments or evidences of indebtedness; securing the indebtedness by mortgage, pledge, transfer, or assignment in trust of all or any part of the Partnership’s assets; and selling, pledging, or disposing of the Partnership’s obligations;

(i)

care for and distribute funds to the Partners by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Partnership or this Agreement;

(j)

contract on behalf of the Partnership for the employment and services of employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Partnership;

(k)

engage in any kind of activity, including any other trade, business, or investment activity, and perform and carry out contracts of any kind (including contracts of insurance covering risks to the Partnership’s assets and General Partner liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the laws of each state in which the Partnership is then formed or qualified;

(l)

make any and all elections for federal, state, and local income tax purposes including any election, if permitted by applicable law: (i) to adjust the basis of the Partnership’s assets under Code §§754, 734(b), and 743(b), or comparable provisions of state or local law, in connection with transfers of Partnership interests and Partnership distributions; (ii) to extend the statute of limitations for assessment of tax deficiencies against the Partners with respect to adjustments to the Partnership’s federal, state, or local tax returns; and (iii) to represent the Partnership and the Partners, before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership, the General Partner, and the Limited Partners in their capacities as General Partner or Limited Partners and to execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the General Partner and Limited Partners with respect to such tax matters or otherwise affect the rights of the Partnership, General Partner, and Limited Partners;

(n)

institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Partnership or the Partners in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith;

(o)

withhold any funds due to a Limited Partner who is a foreign Person as may be required by the Code and the Regulations;

(p)

establish any reserve accounts for either operating expenses or capital expenditures, which reserves may be increased or decreased in the sole and absolute discretion of the General Partner;

(q)

subject to Section 3.2(b) of this Agreement, sell any Partnership assets to Affiliates if the sales price is at fair market value and pursuant to such terms to which an independent seller or buyer (as the case may be) would agree;

(r)

enter into any contract, agreement, lease or other arrangement for the furnishing to or by the Partnership of goods, services or space with any party or entity related to or affiliated with the General Partner or with respect to any entity which the General Partner has any direct or indirect ownership or control if such arrangement is bona fide, at competitive price;

(s)

waive or reduce, in whole or in part, any notice period, minimum amount requirement, or other limitation or restriction imposed on Capital Contributions or withdrawals of capital; waive, reduce, defer or, by agreement with any Limited Partner, otherwise vary any fee or special allocation to the General Partner, and/or any requirement imposed on that Limited Partner by this Agreement. The General Partner will have such right, power and authority regardless of whether such notice period, minimum amount, limitation, restriction, fee, or special allocation, or the waiver or reduction thereof, operates for the benefit of the Partnership, the General Partner or fewer than all the Limited Partners;

(t)

admit Limited Partners to the Partnership and remove Limited Partners;

(u)

amend this Agreement in accordance with the terms hereof;

(v)

engage in any kind of activity, and to perform and carry out contracts of any kind, necessary to, or in connection with, or incidental to the accomplishment of, the purposes of the Partnership.

3.2

Limitations on Authority.

(a)

Do or undertake any act in contravention of this Agreement without the approval of a Majority of Limited Partners;

(b)

Cause the Partnership to participate in a Related Party Transaction without the approval of the Advisory Committee in the manner provided in Section 3.15; or

(c)

Cause the Partnership to borrow in excess of the lesser of (i) 50% of the amount the General Partner expects the Partnership to raise in its Private Placement, and (ii) 50% of the Partnership’s Gross Asset Value (for such purpose, excluding the borrowings of any Dealership) determined as of the date such indebtedness is incurred.

3.3

Partnership Expenses.

(a)

(i) all fees and expenses incurred (including but not limited to any such fees or expenses of or payable to Ascendant Capital) in connection with (a) the origination, evaluation (including industry analyses and evaluations), investigation, structuring, acquisition, or disposition of Partnership assets, including appraisals fees, taxes, brokerage fees, (including but not limited to the Acquisition Fee (as defined in the Private Placement Memorandum) and finder’s fees), underwriting commissions and discounts, legal, accounting, investment banking, consulting, information services, professional fees and financing fees (including the repayment of those financings and the costs related to establishing and maintaining a credit facility for the Partnership) and investment-related travel; (b) the carrying or management of the Partnership’s assets; (c) communications with Partners; (d) any restructuring or amendments to the constituent documents of the Partnership and any subsidiary or other entity owned by the Partnership; (e) distributions to the Partners; (f) In-House Services; and (g) Operations Support Services, including but not limited to an annual fee or retainer, a discretionary bonus, a profits or equity interest in a Dealership or Holding Company or other incentive-based compensation to the provider of Operations Support Services, any expenses incurred with respect to recruiting and hiring providers of Operations Support Services, and the compensation of certain employees of the General Partner relating to the time such employees provide Operations Support Services (collectively, “Operations Expenses”); (ii) attorneys’ and accountants’ fees and expenses; (iii) taxes (including margin taxes) and other governmental charges levied against the Partnership (except to the extent that such taxes or other governmental charges have been deemed distributed to a Partner pursuant to Section 8.5); and (iv) indemnifiable insurance, regulatory or litigation expenses (and damages) of the General Partner and other persons or entities indemnified under this Agreement;

(b)

Managerial Assistance Fees;

(c)

all fees and expenses incurred in connection with any meetings of the Limited Partners;

(d)

all fees and expenses incurred in connection with the registration, qualification or exemption of the Partnership under any applicable federal, state, or local law and all other fees and expenses imposed by any governmental authority with respect to the Partnership’s operations or assets;

(e)

all fees and expenses relating to the preparation of financial statements of the Partnership, the local, state and federal income, franchise, margin and other tax returns of the Partnership, other regulatory reports and filings of the Partnership, and all other documents, opinions, appraisals and reports delivered to the Partners;

(f)

all fees and expenses incurred in connection with any litigation, mediation, arbitration or other legal or tax proceeding involving the Partnership (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith;

(g)

all fees and expenses incurred in connection with the collection of amounts due to the Partnership;

(h)

all fees and expenses incurred in connection with the winding-up, dissolution and liquidation of the Partnership;

(i)

all fees and expenses incurred in connection with transactions that are allocated to the Partnership but not consummated; and

(j)

all insurance costs and expenses, and all costs and expenses incurred in connection with any obligations to provide indemnification or contribution to any Indemnitee pursuant to Section 9.3, pursuant to any approval of the Partners or as a matter of law.

3.4

Organization and Offering Expenses.

3.5

General and Administrative Expenses.

(a)

costs and expenses for the compensation of the General Partner’s or its Affiliates’ officers and employees (including salaries, bonuses, payroll taxes and employee benefits), other than the portion of the total compensation of the General Partner’s (or its Affiliates’) or Ascendant Capital’s officers and employees relating to the time such officers or employees provide services to the Partnership or its Dealerships, which, to the extent not reimbursed by a Dealership, will be a Partnership Expense;

(b)

rental expense and other occupancy costs and expenses for the rental or lease of office space for the General Partner or its Affiliates, other than space rented primarily for the Partnership’s business;

(c)

travel and entertainment expenses unrelated to the Partnership or its business; and

(d)

costs and expenses for, or relating to, the General Partner’s office or offices including (i) acquiring or leasing furniture, fixtures and equipment, (ii) office materials and supplies, (iii) telephone and telecommunication services and other utilities, and (iv) repair and maintenance costs, other than the portion of any such items related to the Partnership’s business. General and Administrative Expenses shall not include out-of-pocket costs and expenses of the General Partner any Affiliate thereof related specifically to the Partnership, its business or its assets.

3.6

Other Fees.

3.7

Certain Activities.

(a)

The General Partner, itself or through an Affiliate, intends to devote a sufficient portion of its financial, personnel and other resources to administering the businesses of the Partnership to the extent that the General Partner deems necessary to perform its duties as set forth in this Agreement.

(b)

Except as expressly provided in this Agreement, neither the General Partner, its Affiliates or their respective partners, managers, members, officers and directors shall be expressly or implicitly restricted or prohibited under this Agreement from engaging in other activities for profit, and the General Partner, its Affiliates and their respective partners, managers, members, officers and directors shall have the right to engage in and possess an interest in other business ventures of any and every type and description, independently or with others. The Limited Partners acknowledge that the General Partner, its Affiliates and their respective partners, managers, members, officers and directors may be engaged in other businesses in which the Partnership will not have an interest and which may be competitive with the activities of the Partnership. The General Partner, its Affiliates and their respective partners, managers, members, officers and directors may be a partner, shareholder, director, officer, employee, consultant, joint venturer, advisor or act in any other capacity, with or to other entities, including limited partnerships and limited liability companies or other entities, which may compete with the Partnership. The General Partner may propose from time-to-time that the Partnership enter into Related Party Transactions for the provision of certain services, which the Partnership may enter into in the manner provided in Section 3.15(c).

(c)

Subject to the General Partner’s express obligations under this Agreement, the Limited Partners agree that the activities and facts described in this Section 3.7 shall not constitute a breach of the General Partner’s fiduciary duty to the Partnership or the Limited Partners. The Limited Partners hereby consent to such activities and the Limited Partners waive, relinquish and renounce any right to participate in, and any other claim whatsoever concerning, those activities. The Limited Partners further agree that neither the General Partner nor any other party referred to in this Section 3.7 will be required to account to the Partnership or any Limited Partner for any benefit or profit derived from any such activities or from such similar or competing activity or any related transactions by reason of any conflict of interest or the fiduciary relationship created by virtue of the position of the General Partner unless such activity is contrary to the express terms of this Agreement or the DRULPA. Each Limited Partner waives any right such Limited Partner may have against the General Partner for using for its own benefit information received as a consequence of the General Partner’s management of the affairs of the Partnership. Nothing in this Agreement shall constitute a waiver or limitation of any rights that a Limited Partner may have under the Advisers Act or under any other laws whose applicability is not permitted to be contractually waived.

3.8

Other Matters.

(a)

The General Partner and its Affiliates shall not be liable to the Partnership or any Partner for losses sustained, liabilities incurred, or benefits not derived by any Partner in connection with or resulting from any decisions made by, or actions taken or not taken by, the General Partner or its Affiliates, so long as the General Partner or its Affiliates, if applicable, acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Partnership and its conduct did not constitute gross negligence, fraud or willful or wanton misconduct.

(b)

The General Partner and its Affiliates may exercise any of the powers granted to it hereunder and perform any of the duties imposed upon it hereunder either directly or by or through agents and shall not be responsible for any misconduct or negligence on the part of any such agent appointed and supervised in good faith.

(c)

The General Partner and its Affiliates may rely, and shall be protected in acting or refraining from acting, upon any consent, approval and any other action taken by the Limited Partners, and upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.

(d)

The General Partner and its Affiliates may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, architects, engineers, environmental consultants and other consultants and advisers, and any act taken or omitted to be taken in reliance upon the opinion or advice (whether written or oral) of such Persons as to matters which the General Partner reasonably believes to be within such Person’s professional or expert competence shall be presumed to have been done or omitted in good faith.

(e)

The General Partner and its Affiliates shall not be liable to the Partnership or the Partners for the failure to perform any obligation to the extent the General Partner could not perform such obligation due to the fact that the Partnership does not have sufficient funds to enable the General Partner to perform such obligation.

(f)

Any Person may, with the consent of the General Partner, lend or advance money to the Partnership. If any Partner shall make any loan or loans to the Partnership or advance money on its behalf, the amount of any such loan or advance shall not be treated as a Capital Contribution but shall be a debt due from the Partnership. The amount of any such loan or advance by a lending Partner shall be repayable out of the Partnership’s cash and shall bear interest at such rate as the General Partner and the lending Partner shall agree pursuant to the terms hereof. None of the Partners shall be obligated to make any loan or advance to the Partnership.

3.9

Registrar and Transfer Agent.

3.10

Removal.

(a)

The General Partner may be removed as the Partnership’s general partner upon the affirmative vote of at least 20% of the Limited Partners who are not Affiliates of the General Partner to remove the General Partner if any of the following events occur: (i) a final, non-appealable judicial determination that the General Partner has committed fraud, gross negligence or willful misconduct which has a material impact on the Partnership, or (ii) (A) an action or proceeding under the United States Bankruptcy Code is filed against the General Partner and (I) such action or proceeding is not dismissed within ninety (90) days after the date of its filing or (II) the General Partner files an answer acquiescing in or approving of such action or proceeding, (B) an action or proceeding under the United States Bankruptcy Code is filed by the General Partner or (C) a receiver or conservator is appointed to take control of the General Partner or all or a substantial portion of its property.

(b)

Upon any such removal, the former General Partner shall be given prompt written notice of such removal.

(c)

A Majority of Limited Partners shall select, in writing, any Person to be a successor General Partner of the Partnership, and such Person shall be granted a Profits Interest as of such date.

(d)

Any removal shall be without prejudice to the rights, if any, of the General Partner under any contract by and between the General Partner and the Partnership and will not affect the General Partner’s or any Affiliates’ rights as a Limited Partner.

(e)

Upon removal of the General Partner, the Special Partner will automatically and without further action by any Person, be deemed to have exchanged its Profits Interest for Units as a Limited Partner equal in value to the amount the Special Partner would have been entitled to receive if all of the investments held by the Partnership as of the date of such removal were realized in full for their Fair Market Value, which amount will be the deemed Capital Contribution and Net Capital Contribution of the Special Partner in respect of such Units as a Limited Partner. Such deemed transaction shall require an adjustment to the Gross Asset Value of the Partnership’s assets, as described in (ii) to the definition of Gross Asset Value.

3.11

Reliance on Authority of General Partner.

3.12

Affiliated Funds.

3.13

Managerial Assistance Fee.

3.14

Acquisition Committee.

3.15

Advisory Committee.

(a)

Composition. The advisory committee of the Partnership (the “Advisory Committee”) will be composed of three members appointed by the General Partner. All members of the Advisory Committee must be Independent. The General Partner may dismiss and replace members of the Advisory Committee.

(b)

Meetings and Compensation. The General Partner and members of the Advisory Committee will agree to compensation paid to its members for serving as such. The Advisory Committee will meet on an as-needed basis.

(c)

Related Party Transactions. The Partnership may not enter into a Related Party Transaction without the approval of all of the members of the Advisory Committee. In approving any Related Party Transaction, the General Partner must provide the Advisory Committee with an independent valuation of the proposed acquisition, and the Advisory Committee must determine that the Related Party Transaction is in the best interests of the Partnership.

4.1

Admission.

(a)

Each Limited Partner shall be admitted to the Partnership upon execution and delivery of the Subscription Documents, and acceptance by the General Partner thereof in accordance with the terms and conditions of this Agreement and the Subscription Documents. The admission of any person as a Limited Partner shall be effective upon the revision of the books and records of the Partnership to reflect the name and the Capital Contribution to the Partnership of such Limited Partner.

(b)

The General Partner may, in its discretion, cause the Partnership to hold one or more subsequent closings (each, a “Closing” and, the last such closing, the “Final Closing”), pursuant to which additional Limited Partners (“Additional Limited Partners”) may be admitted to the Partnership; provided, that the Final Closing shall occur on or before June 30, 2017, unless the General Partner in its discretion extends the Final Closing for an additional one-year period. Pursuant to the preceding sentence, the General Partner has elected to extend the Final Closing until June 30, 2018.

(c)

Certain Affiliates of the General Partner will be able to invest in the Partnership as a Limited Partner. Any Limited Partner that is affiliated with the General Partner will be disregarded for the purposes of any vote on the removal of the General Partner pursuant to Section 3.10(a).

4.2

Rights and Duties.

4.3

Meetings.

(a)

The General Partner may call a meeting of the Limited Partners from time-to-time by delivering to the Limited Partners notice of the time and purpose of the meeting at least ten days before the day of the meeting. Each meeting of Limited Partners shall be conducted by the General Partner. Meetings may be held by telephone conference or other electronic means and participation by a Limited Partner in a meeting by telephone conference or other electronic means shall constitute presence of that Partner. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner or his attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy will be revocable at the pleasure of the Limited Partner executing it.

(b)

Whenever action is required by this Agreement to be taken by, or with the approval of, any Limited Partners, such action will be deemed to be valid if taken upon the written vote or written consent of those Limited Partners whose Allocation Percentages represent the specified Allocation Percentages required by this Agreement, the DRULPA, or the 1934 Act and rules thereunder to take or approve such action. Whenever action is required by this Agreement to be taken by a specified percentage in interest of a specified class or group of Limited Partners, such action will be deemed to be valid if taken upon the vote or written consent of those Limited Partners of such class or group whose Allocation Percentages represent the specified percentage of the aggregate Allocation Percentages of all Limited Partners of such class or group. Except as expressly provided herein (or as may be required by the 1934 Act and rules thereunder), no class of, or enumerated category of, Limited Partners shall be entitled to vote or consent separately as a class with respect to any matter.

4.4

Book-Entry Evidence of Ownership.

4.5

Joint Holders of Units.

5.1

Units.

(a)

The Partnership is authorized to issue an unlimited amount of Units and classes of Units other than Class A Units, Class A-1 Units, Class B Units and Class B-1 Units, without notice to any Limited Partner, as the General Partner may from time-to-time create and issue, with such terms, rights, designations and obligations as the General Partner may specify upon issuance of such classes of Units. Each outstanding Unit of a class shall have attached to it the same rights and obligations as, and will rank equally and pari passu with, each other Unit of such class for distributions, allocations and voting except with respect to (i) any amounts required to make up differences, if any, in Selling Fees paid for any offering or sale of Units, (ii) the Managerial Assistance Fee, as set forth in Section 3.13, or (iii) any waivers, reductions or variations granted under Section 3.1(r) hereof. The General Partner is hereby authorized and directed to take all actions which it deems necessary or appropriate in connection with each issuance of an additional class of Units and to amend this Agreement in any manner which it deems necessary or appropriate to specify the relative rights, powers and duties of the holders of such Units and to provide for each such issuance. The issuance of any such additional class of Units and any amendment relating thereto shall not require the consent or approval of any Limited Partner.

(b)

The General Partner shall have the right to restructure the interests in the Partnership to address legal, tax or other concerns; provided, that such restructuring shall not have a material adverse effect on any Limited Partner without the prior written consent of such Limited Partner.

5.2

Capital Contributions.

(a)

The Capital Contributions and Net Capital Contributions of the Partners will be the amounts specified in the List of Partners, as amended from time-to-time.

(b)

At each Closing, each Additional Limited Partner will make the Capital Contribution specified in the Subscription Documents executed by it and accepted by the General Partner, which amount will be reflected in the List of Partners effective as of the first day of the calendar month following the month in which such payment was made.

5.3

Additional Capital Contributions.

5.4

Return of Capital.

5.5

No Interest on Capital Contributions.

5.6

Debt Facility.

6.1

Bank Accounts.

6.2

Records.

6.3

Books and Tax Returns.

6.4

Audits.

6.5

Reports.

(a)

Within 120 days after the end of each Fiscal Year, the General Partner will cause to be prepared and furnished to the Limited Partners a financial report for such Fiscal Year that includes the audited Financial Statements for such Fiscal Year and any other information that the General Partner deems necessary or appropriate.

(b)

Within 120 days after the end of each Fiscal Year, the General Partner will cause to be prepared and furnished to the Limited Partners all necessary tax reporting information.

(c)

Within 45 days after the end of each Fiscal Quarter, the General Partner shall cause to be prepared and furnished to the Limited Partners an unaudited summary investment report for such Fiscal Quarter; provided that in the event any Units are registered under the 1934 Act, the General Partner may deem reports filed by the Partnership thereunder to satisfy the foregoing.

6.6

Tax Elections.

6.7

Tax Matters Partner.

7.1

Allocation of Net Profits and Net Losses.

(a)

Subject to Section 7.3, for each Fiscal Period, all Selling Fees shall be allocated among the Limited Partners in accordance with any Selling Fee actually charged with respect to the Units held by such Limited Partner.

(b)

Subject to Sections 7.1(a) and 7.3, for each Fiscal Period, Net Profits and Net Losses (and items thereof) generally shall be allocated among the Partners, in proportion to, and until, each such Partner’s Capital Account balance (determined after taking into account all distributions and all allocations for the current Fiscal Year, except for the allocations pursuant to this Section 7.1) is increased or reduced to an amount equal to such Partner’s Target Capital Account. The General Partner may allocate in any particular Fiscal Period (i) items of income and gain to those Partners whose Capital Account balances are less than their Target Capital Account and (ii) items of loss and deduction to those Partners whose Capital Account balances are greater than their Target Capital Account, but in each case only up to an amount that would cause their Target Capital Account and Capital Account balances to be equivalent.

7.2

Authority to Reallocate.

7.3

Special Allocations.

(a)

Minimum Gain Chargebacks. If during any taxable year there is a net decrease in partnership minimum gain (as such term is defined by Regulations §1.704-2(d)), then each Partner will be specially allocated gross income for such taxable year (and, if necessary, for subsequent taxable years) in the manner provided in Regulations §1.704-2(f). Likewise, if there is a net decrease during any taxable year in the minimum gain attributable to Partner nonrecourse debt (as defined in Regulations §1.704-2(i)(3)) with respect to Partner nonrecourse debt, then any Partner with a share of the minimum gain attributable to such debt at the beginning of such taxable year shall be specially allocated items of gross income for such taxable year (and, if necessary, for subsequent taxable years) in the manner provided in Regulations §1.704-2(i)(4). This Section 7.3(a) is intended to comply with, and shall be interpreted to be consistent with, the minimum gain chargeback requirements of Regulations §§1.704-2(f) and 1.704-2(i).

(b)

Qualified Income Offset. If any Limited Partner unexpectedly receives any adjustment, allocation or distribution described in Regulations §§1.704-1(b)(2)(ii)(d)(4), (5), or (6), that, after tentatively taking into account all allocations that would be made for the current period under this Agreement (other than allocations pursuant to this Section 7.3(b)), would cause or increase an Adjusted Capital Account Deficit, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations under Code §704(b), the Adjusted Capital Account Deficit as quickly as possible. This Section 7.3(b) is intended to comply with the qualified income offset requirement in Regulations §1.704- 1(b)(2)(ii)(d) and will be interpreted consistently therewith.

(c)

Preventative Allocation. If any Limited Partner would have an Adjusted Capital Account Deficit at the end of any Fiscal Year then such Limited Partner will be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible.

(d)

Optional Adjustment to Basis – Section 754. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code §734(b) or Code §743(b) is required pursuant to Regulations §1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Regulations Section.

(e)

Overall Limitation on Allocation of Net Loss. Notwithstanding any other provision of this Agreement, no Net Loss will be allocated to any Limited Partner if such allocation would cause or increase an Adjusted Capital Account Deficit in such Limited Partner’s Capital Account. If the Capital Account of any Limited Partner would have an Adjusted Capital Account Deficit at any time when the Capital Account of any other Limited Partner would not have an Adjusted Capital Account Deficit, any further Net Loss will be allocated in accordance with the respective Capital Account balances of the Limited Partners whose Capital Accounts would have no Adjusted Capital Account Deficit. In the event that the allocation of further Net Loss would cause Adjusted Capital Account Deficits in the Capital Accounts of all Limited Partners, all such Net Loss will be allocated to the General Partner.

(f)

Nonrecourse Deductions. Gross deductions that are Partner nonrecourse deductions (as defined in Regulations §1.704-2(i)(2)) for any taxable year shall be allocated to the Partner that bears the economic risk of loss with respect to the nonrecourse debt to which such Partner nonrecourse deductions are attributable in accordance with Regulations §1.704- 2(i). Nonrecourse deductions (as defined in Regulations §1.704-2(b)) will be allocated to the Partners in accordance with their respective Allocation Percentages. Solely for purposes of allocating excess nonrecourse liabilities of the Partnership among the Partners, the Partners agree that their respective interests in the profits of the Partnership are equal to their respective Allocation Percentages.

(g)

Curative Allocations. The allocations set forth in Section 7.3(a) through 7.3(f) (“Regulatory Allocations”) are intended to comply with certain requirements of Regulations §§1.704-1(b) and 1.704-2. The Regulatory Allocations may not be consistent with the manner in which the Partners intend to divide Partnership distributions. Accordingly, the General Partner is hereby authorized to divide other allocations of Net Profit, Net Loss, and other items among the Partners so as to cause all of the Partnership’s allocations, including the Regulatory Allocations, to be consistent with the agreed division of Partnership distributions. In general, the Partners anticipate that this will be accomplished by specially allocating other Net Profit, Net Loss, and items of income, gain, loss and deduction among the Partners so that the net amount of the Regulatory Allocations and such special allocations to each such Person is zero. However, the General Partner may accomplish this result in any reasonable manner.

7.4

Tax Rules.

(a)

Proportional to Net Profits or Net Loss. Except as otherwise provided in this Section 7.4, for each taxable period, each item of Partnership income, gain, deduction and loss for tax purposes shall be allocated among the Partners in the same proportion as they share the corresponding item of Net Profits, Net Losses or other item of Partnership income, gain, loss or deduction for such period.

(b)

Contribution of Property. In accordance with Code §704(c) and the Regulations thereunder, income, gain, loss, and deduction as to any property contributed to the capital of the Partnership shall, for tax purposes, be allocated among the Partners so as to take into account any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value.

(c)

Gross Asset Value Adjustment. If the Gross Asset Value of any Partnership asset is adjusted as the result of an adjustment as described in subsection (ii) or (iv) of the definition of “Gross Asset Value,” subsequent allocations of income, gain, loss, and deduction as to such asset shall, for tax purposes, be made so as to eliminate as quickly as possible any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as pursuant to Code Section 704(c) and the Regulations thereunder.

(d)

Elections Under Code §704(c). Notwithstanding anything herein to the contrary, the General Partner will allocate taxable items of income, gain, loss and deduction with respect to any property owned by the Partnership as of the date hereof, the adjusted basis of which differs from its Gross Asset Value, among the Partners on a property-by-property basis in accordance with one of the methods provided in Regulations §1.704-3, as selected by the General Partner. Any election or other decision relating to allocations under this Section 7.4 will be made by the General Partner in any manner that reasonably reflects the purposes and intention of this Agreement. Allocations under this Section 7.4 are for purposes of federal, state and local taxes only and shall not affect or in any way be taken into account in computing any Partner’s Capital Account balance or share of Net Profits, Net Losses or distributions pursuant to any provision of the Agreement.

7.5

Other Allocation Rules.

(a)

Frequency. For purpose of determining the Net Profit, Net Loss, or any other item allocated to any period, Net Profit, Net Loss, and any such other item will be determined on a daily, monthly, quarterly, or other basis, as determined by the General Partner using any permissible method under Code §706 and the Regulations thereunder.

(b)

Remaining Items. Any item of Partnership income, gain, loss or deduction and any other allocation not otherwise provided for in this Agreement must be divided among the Partners in the same proportions as the Partners share Net Profit or Net Loss, as the case may be, for such period.

8.1

Amounts.

8.2

Special Partner Tax Distribution.

8.3

Priority.

(1)

First, 100% to the Limited Partners, in proportion to their respective Net Capital Contributions, until each Limited Partner has received cumulative distributions pursuant to this Section 8.3(1) equal to such Limited Partner’s Net Capital Contribution Amount;

(2)

Second, 100% to the Limited Partners, in proportion to their respective Unreturned Capital Contributions, until each Limited Partner has received cumulative distributions pursuant to this Section 8.3(2) and Section 8.3(1) equal to such Limited Partner’s aggregate Capital Contributions;

(3)

Third, 100% to the Limited Partners, in proportion to their respective Accrued Preferred Returns, until each Limited Partner has received cumulative distributions pursuant to Section 8.3 in an amount equal to the sum of such Limited Partner’s aggregate Capital Contributions and Limited Partner Preferred Return;

(4)

Fourth, 100% to the Special Partner until the cumulative distributions made to the Special Partner pursuant to this Section 8.3(4) equal 20% of the sum of all amounts distributed (i) to each Limited Partner pursuant to Sections 8.3(1), (2) and (3) in excess of such Limited Partner’s Net Capital Contribution Amount and (ii) to the Special Partner under this Section 8.3(4); and

(5)

Thereafter, amounts available for distribution by the Partnership will be distributed 80% to the Limited Partners and 20% to the Special Partner, with such amounts distributed to the Limited Partners pursuant to this Section 8.3(5) in proportion to their respective aggregate Capital Contributions.

8.4

General.

(a)

Overriding Limitations on Distributions. Notwithstanding any other provision of this Agreement, distributions shall be made only to the extent of available cash of the Partnership and in compliance with the DRULPA and other applicable law.

(b)

Distributions to Persons Shown on Partnership Records. Any distribution by the Partnership to the Person shown on the Partnership’s records as a Partner or to such Person’s legal representatives, or to the transferee of such Person’s right to receive such distributions as provided herein, shall constitute a release of the Partnership and the General Partner of all liability to any other Person that may be interested in such distribution by reason of any Transfer of such Person’s Units for any reason (including a Transfer of such interest by reason of the death, incompetence, bankruptcy or liquidation of such Person).

8.5

Tax Withholding.

(a)

General. Each Partner shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the General Partner and any officer, agent or representative thereof who is or who is deemed to be the responsible withholding agent for U.S. federal, state or local or non-U.S. income tax purposes against (i) all claims, liabilities and expenses of whatever nature relating to such Person’s obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Partnership or as a result of such Partner’s participation in the Partnership and (ii) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any amounts described in clause (i) above.

(b)

Authority to Withhold; Treatment of Withheld Tax. Notwithstanding any other provision of this Agreement, each Partner hereby authorizes the Partnership to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Partnership or any of its Affiliates (under the Code or any provision of U.S. federal, state or local or non-U.S. tax law) with respect to such Partner or as a result of such Partner’s participation in the Partnership (including as a result of a distribution in kind to such Partner). If and to the extent the Partnership is required to withhold or pay any such withholding or other taxes with respect to a Partner, such Partner will be deemed for all purposes of this Agreement to have received a distribution from the Partnership pursuant to the then relevant provisions of Section 8.3, as of the time that such withholding or other tax is required to be paid, to the extent such Partner (or any successor to such Partner’s interest in the Partnership) would have received a cash distribution but for such withholding. For purposes of this Section 8.5(b), the amount of taxes required to be withheld or paid with respect to a Partner will be determined based on the withholding tax rate applicable to such Partner under Section 8.5(c) (which must take into account any withholding exemptions or reductions applicable to such Partner, as established under Section 8.5(c)).

(c)

Withholding Tax Rate. Any withholdings referred to in this Section 8.5 will be made at the maximum applicable statutory rate under the applicable tax law unless the General Partner has received an opinion of counsel, a valid and properly completed and executed withholding certificate, or other evidence, satisfactory to the General Partner to the effect that a lower rate is applicable or that no withholding is applicable.

(d)

Withholding from Distributions to the Partnership. If the Partnership receives a distribution from or in respect of which tax has been withheld, the Partnership will be deemed to have received cash in an amount equal to the amount of such withheld tax, and each Partner will be treated as having received as a distribution pursuant to the relevant clause of Section 8.3 of the portion of such amount that is attributable to such Partner’s interest in the Partnership as equitably determined by the General Partner.

8.6

Adjustments and Determinations by General Partner.

(a)

Notwithstanding the other provisions of this ARTICLE VIII, the General Partner is authorized to make an adjustment in the allocations of distributions provided for in ARTICLE VIII if the General Partner considers in good faith that an adjustment is necessary and equitable to correct errors in allocations of distributions made pursuant to ARTICLE VIII.

(b)

All matters concerning the allocations and other determinations provided for in this ARTICLE VIII and any accounting procedures not expressly provided for in this Agreement shall be determined by the General Partner in good faith.

9.1

Representations & Warranties of the General Partner.

(a)

it is duly formed, validly existing, and in good standing under the laws of the State of Delaware;

(b)

the transactions contemplated by this Agreement, the execution and delivery by it of this Agreement and the performance by it of its obligations hereunder have been duly authorized by all requisite action, and to the best of its knowledge, do not and will not conflict with, violate, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, (i) any agreement or contract; (ii) any provision of law, statute, rule or regulation; (iii) any charter, bylaw, partnership agreement, trust agreement or other organizational document; or (iv) any decree or order of any court or other agency of government; and

(c)

this Agreement is a legal, valid and binding obligation of it and is enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

9.2

Representations & Warranties of the Limited Partners.

9.3

Indemnification.

(a)

To the fullest extent permitted by law, (i) the General Partner, (ii) its Affiliates, (iii) members of the Acquisition Committee and the Advisory Committee, and (iv) the officers, directors, stockholders, members, managers, partners and employees of the General Partner and its Affiliates who perform or are alleged to perform any duties, responsibilities or functions for or on behalf of the Partnership, the General Partner or its Affiliates on behalf of the Partnership or the General Partner (individually, an “Indemnitee”), shall be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, whether joint or several, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, by reason of its status specified in clause (i) through (iv) above, if (A) such Indemnitee acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Partnership, and, with respect to any criminal proceeding, had no reasonable cause to believe that its conduct was unlawful and (B) the conduct of such Indemnitee did not constitute fraud, gross negligence, willful misconduct or a material breach of this Agreement; provided, however, that the Partnership shall not be obligated to indemnify the General Partner, its Affiliates or their respective officers, directors, stockholders, members, managers, partners and employees (collectively, the “General Partner Indemnitees”) against losses, claims, damages, liabilities, expenses, judgments, fines, settlements and other amounts arising from claims brought by one General Partner Indemnitee against another General Partner Indemnitee that do not involve and are not made in response to a claim brought against a General Partner Indemnitee by a third party. The termination of any action, suit or proceeding by judgment, order, settlement, or upon a plea of nolo contendere, or its equivalent, will not, of itself, create a presumption that the Indemnitee failed to meet the standards for indemnification set forth in the immediately preceding sentence.

(b)

To the fullest extent permitted by law, expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to this Section 9.3 (other than any such claim, demand, action, suit or proceeding brought against an Indemnitee directly by a Limited Partner or by or in the right of the Partnership in accordance with applicable law in which the allegations against such Indemnitee consist exclusively of claims that such Indemnitee is subject to liability to such Limited Partner or the Partnership as a result of conduct that does not meet the standards specified in clause (A) or (B) of Section 9.3(a) will, 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 Indemnitee to repay such amount if it is determined that such Person is not entitled to be indemnified as authorized in this Section 9.3.

(c)

The indemnification provided by this Section 9.3 will be in addition to any other rights to indemnification or contribution to which those indemnified may be entitled from the Partnership pursuant to any approval of the Partner or as a matter of law, both as to (i) an action in a capacity described in clauses (i) - (iv) of Section 9.3(a) and (ii) an action in another capacity, and will continue as to an Indemnitee who has ceased to serve in such capacity (but only as to actions taken by such Indemnitee prior to such Indemnitee ceasing to serve in such capacity) and will inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The Partnership may indemnify an Indemnitee against, or make contribution in respect of, losses, claims, damages, liabilities, whether joint or several, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts incurred by an Indemnitee on a basis other than that described in this Section 9.3 if such indemnification or contribution is approved by a Majority of Limited Partners.

(d)

The Partnership may purchase and maintain insurance as the General Partner determines is available, customary and appropriate for a company engaged in activities similar to those of the Partnership, which insurance may provide coverage against any liability that may be asserted against or expense that may be incurred by the Partnership, the General Partner or any Indemnitee in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. Any indemnification under this Section 9.3 will first be satisfied out of insurance proceeds to the extent such proceeds have been received by the Partnership. In the event any assets of the Partnership are used to satisfy any indemnification obligation hereunder and insurance proceeds are subsequently received in respect of the losses, claims, damages, liabilities or expenses in respect of which indemnification has been provided, such proceeds will be used to repay the Partnership for the amounts used by it to satisfy such indemnification obligation.

(e)

Any indemnification hereunder shall be satisfied solely out of the assets of the Partnership. In no event may an Indemnitee subject any of the Partners to personal liability by reason of these indemnification provisions. Notwithstanding anything to the contrary set forth herein, the Limited Partners will be required to return to the Partnership distributions for purposes of meeting the indemnification obligations for a period of three years following the termination of the Partnership.

(f)

An Indemnitee will not be denied indemnification in whole or in part under this Section 9.3  because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement; provided, however, that such indemnification will extend only to such Indemnitee’s activities with respect to or on behalf of the Partnership, and not to such Indemnitee’s other interest in the transaction.

(g)

The indemnification provided in this Section 9.3 is for the benefit of the Indemnitees and will not be deemed to create any right to indemnification for any other Persons.

(h)

To the fullest extent permitted by law, the debts, liabilities and obligations (whether arising under this Agreement, in contract, tort or otherwise) of the Partnership will be solely the debts, liabilities and obligations of the Partnership, and no Partner, agent or representative of the Partnership (including any Person who formerly held such status) will be liable or shall be obligated personally for any such debt, liability or obligation of the Partnership solely by reason of such status. No individual trustee, officer, director, shareholder, member, manager, managing member, constituent partner, employee or agent of the General Partner, its Affiliates or any Partners (subject to the terms hereof and as required by law), in his, her or their individual capacity as such, will have any personal liability for the performance of any obligation of the General Partner, its Affiliates or such Partner under this Agreement

9.4

Inspection Rights.

9.5

Confidentiality.

(a)

A Limited Partner’s rights to access or receive any information about the Partnership, its assets and the Partnership’s affairs, including (i) information to which a Limited Partner is provided access under Section 9.4 or otherwise as required by law; (ii) financial statements, reports and other information provided under Section 6.5; and (iii) the offering documents for the Partnership, this Agreement, any Subscription Documents and any other related agreements (the “Partnership Information”), are conditioned on such Limited Partner’s willingness and ability to assure that the Partnership Information will be used solely by such Limited Partner for purposes reasonably related to such Limited Partner’s interest as a Limited Partner, and that such Partnership Information will not become publicly available as a result of such Limited Partner’s rights to access or receive such Partnership Information, and each Limited Partner agrees not to use Partnership Information other than for purposes of evaluating, monitoring or protecting its investment in the Partnership.

(b)

Each Limited Partner acknowledges the General Partner’s belief that the Partnership Information includes trade secrets of the Partnership and that the release of any such Partnership Information would cause competitive harm to the Partnership, the General Partner and/or the Partners. Each Limited Partner agrees to maintain any Partnership Information provided to it in the strictest confidence and not to disclose the Partnership Information to any Person including a prospective transferee of such Partner’s Units, without the written prior consent of the General Partner. Notwithstanding the foregoing, the General Partner consents to the disclosure by a Limited Partner to its accountants, attorneys and similar advisors bound by a duty of confidentiality. With respect to any Limited Partner, the obligation to maintain the Partnership Information in confidence shall not apply to any Partnership Information (i) that becomes publicly available (other than by reason of a disclosure by a Limited Partner), (ii) the disclosure of which by such Limited Partner has been consented to by the General Partner in writing, or (iii) the disclosure of which by such Limited Partner is required by a court of competent jurisdiction or other governmental authority or otherwise as required by law. Before any Limited Partner discloses Partnership Information pursuant to clause (iii), such Limited Partner will promptly, and in any event prior to making any such disclosure, notify the General Partner of the court order, subpoena, interrogatories, government order or other reason that requires disclosure of the Partnership Information so that the General Partner may seek a protective order or other remedy to protect the confidentiality of the Partnership Information. Such Limited Partner will also consult with the General Partner on the advisability of taking steps to eliminate or narrow the requirement to disclose the Partnership Information and shall otherwise cooperate with the efforts of the General Partner to obtain a protective order or other remedy to protect the Partnership Information. If a protective order or other remedy cannot be obtained, such Limited Partner may disclose only that Partnership Information that its counsel advises in writing (which writing shall also be addressed and delivered to the Partnership) that it is legally required to disclose.

(c)

Each Limited Partner must promptly inform the General Partner if it becomes aware of any reason, whether under law, regulation, policy or otherwise, that it (or any of its equity holders) will, or might become compelled to, use the Partnership Information other than as contemplated by Section 9.5(a) or disclose Partnership Information in violation of the confidentiality restrictions in Section 9.5(b) (disregarding clause (iii) thereof).

(d)

Notwithstanding any other provision of this Agreement, with the exception of the tax return information to be provided to each Partner pursuant to this Agreement, the General Partner will have the right not to provide any Limited Partner, for such period of time as the General Partner in good faith determines to be advisable, with any Partnership Information that such Limited Partner would otherwise be entitled to receive or to have access to pursuant to this Agreement or the DRULPA if: (i) the Partnership or the General Partner is required by law or by agreement with a third party to keep such Partnership Information confidential; (ii) the General Partner in good faith believes that the disclosure of such Partnership Information to such Limited Partner is not in the best interest of the Partnership or could damage the Partnership or the conduct of the affairs of the Partnership (which may include a determination by the General Partner that such Limited Partner (or any of its equity holders) is disclosing or may disclose such Partnership Information (or may be compelled to disclose such Partnership Information) or has not indicated a willingness to protect Partnership Information from being disclosed (or compelled to be disclosed) and that the potential of such disclosure by such Limited Partner (or any of its equity holders) is not in the best interest of the Partnership or could damage the Partnership or the conduct of the affairs of the Partnership) or (iii) such Limited Partner has notified the General Partner of its election not to have access to, or to receive, such Partnership Information.

(e)

The Limited Partners acknowledge and agree that: (i) the Partnership, the General Partner and Affiliates of the General Partner may acquire confidential information related to third parties that under fiduciary, contractual, legal or similar obligations may not be disclosed to the Limited Partners without violating such obligations; and (ii) neither the Partnership, the General Partner nor Affiliates of the General Partner will be in breach of any duty under this Agreement or the DRULPA in consequence of acquiring, holding or failing to disclose Partnership Information to a Limited Partner so long as such obligations were undertaken in good faith.

(f)

In addition to any other remedies available at law, the Partners agree that the Partnership will be entitled to equitable relief, including, without limitation, the right to an injunction or restraining order (without the necessity of proving damages or posting a bond or other security), as a remedy for any failure by a Limited Partner to comply with its obligations with respect to the use and disclosure of Partnership Information, as provided in Section 9.5(a) and 9.5(b).

(g)

Each Limited Partner agrees to cooperate with such procedures and restrictions as may be developed by the General Partner from time-to-time in connection with the disclosure of non-public information concerning the General Partner and the Partnership, as determined by the General Partner to be reasonably necessary and advisable to maintain and promote compliance with legal and other regulatory matters applicable to the General Partner, the Partnership and the Limited Partners, including securities laws and regulations.

(h)

Each Limited Partner acknowledges and agrees that the General Partner may consider the different circumstances of Limited Partners with respect to the restrictions and obligations imposed on Limited Partners in this Section 9.5 and the provision of information under this Agreement, and the General Partner may modify any of such restrictions and/or obligations with respect to a Limited Partner with the consent of such Limited Partner. Each Limited Partner further acknowledges and agrees that any such agreement by the General Partner with a Limited Partner to modify any of the restrictions and/or obligations imposed by this Section 9.5 (or to withhold Partnership Information) will not constitute a breach of any duty stated or implied in law or in equity to any Limited Partner, regardless of whether different agreements are reached with different Limited Partners.

(i)

The provisions of this Section 9.5 will survive the withdrawal of any Partner or the Transfer of any Partner’s interest in the Partnership and will be enforceable against such Partner after such withdrawal or Transfer.

10.1

Transfer Limitation.

10.2

Permissible Transfers.

(a)

No Limited Partner may Transfer any portion of its Units without first obtaining the written consent of the General Partner, which consent may be withheld for any reason; provided, however, that such consent will not be required for a Transfer of a Unit (or portion thereof) by a Limited Partner to an Affiliate of such Limited Partner if all of the conditions relating to the applicable Transfer contained in Section 10.2(b) are satisfied; and provided, further, that upon the death of an individual Limited Partner, the rights and obligations of such Limited Partner will accrue to his or her estate, and the consent of the General Partner will not be required with respect to such event. The General Partner may not grant its consent to any Transfer for purposes of this Section 10.2 if such Transfer would cause the Partnership to be treated for federal income tax purposes as a publicly traded partnership taxable as a corporation, or as an investment company required to be registered under the ▇▇▇▇ ▇▇▇.

(b)

Notwithstanding anything to the contrary contained in this Section 10.2, in no event may all or any part of the Units of a Limited Partner be Transferred (including pursuant to Section 10.2(a)), unless all of the following conditions are satisfied or waived by the General Partner:

(1)

the transferor or transferee has delivered to the General Partner an opinion of counsel reasonably acceptable to the General Partner that the Transfer would not require registration under the Securities Act or any state securities laws;

(2)

the transferor or transferee has delivered to the General Partner an opinion of counsel reasonably acceptable to the General Partner that the Transfer will not adversely affect the status of the Partnership as a partnership under Subchapter K of the Code for federal income tax purposes, or cause the Partnership to become a “publicly traded partnership” within the meaning of Code §7704, or cause the Partnership to have to register as an investment company under the 1940 Act;

(3)

any required third party consent or approval to the Transfer has been obtained or waived, including the consent of any lender providing financing to the Partnership to the extent required under the terms of such financing;

(4)

the General Partner is satisfied that the Transfer will not result in the Partnership being considered a “publicly traded partnership” as defined by Code §7704(b);

(5)

the General Partner is satisfied that the Transfer, when considered in the aggregate with all other Transfers of Units within the preceding 12-month period, would not result in the Partnership being considered to have terminated within the meaning of Code §708;

(6)

the General Partner has received an agreement in form and substance satisfactory to it that the transferee agrees to be bound by the terms and conditions set forth in this Agreement and making such representations and warranties as the General Partner determines to be advisable and in the best interest of the Partnership;

(7)

the transferor or transferee bears all costs and expenses of the Transfer and the transferor’s admission to the Partnership, including the actual legal fees of the Partnership; and

(8)

the transferor and the transferee execute, acknowledge and deliver to the Partnership such other certificates, instruments and documents as the General Partner deems reasonably necessary, appropriate or desirable to effect the Transfer or the transferee’s admission to the Partnership.

10.3

Substitute Partner.

10.4

Assignment of the General Partner’s Units.

10.5

Substitute General Partner.

10.6

Allocations Between Transferor and Transferee.

10.7

Redemption.

(a)

Limited Partners who have held their Units for at least one year may request that the Partnership redeem all, but not less than all, of their Units. A Limited Partner’s ability to request a redemption under this Section 10.7 may not be construed to mean a Limited Partner has any right to demand or receive the return of such Limited Partner’s Capital Contribution or otherwise modify the limitations of Section 5.4. A Limited Partner wishing to have Units redeemed must mail or deliver in writing a request to the Partnership indicating such desire. The redemption price for a redeemed Unit will be the Redemption Price Per Unit as of the close of business on the applicable redemption date minus any fees incurred by the Partnership in connection with the redemption, with such fees to not exceed 2% of such Limited Partner’s Capital Contributions.

(b)

The Partnership intends to redeem Units on a quarterly basis on the last business day of each calendar quarter and will not redeem in excess of 10% of the Units during any 12- month period, provided that the Partnership will not redeem any Units held by a Limited Partner prior to the time that is 60 calendar days after the Partnership receives the required written notice from the Limited Partner. The General Partner reserves the right in its sole discretion at any time and from time to time to (1) reject any request for redemption, (2) change the Redemption Price Per Unit or prior notice period for redemptions, or (3) terminate, suspend and/or reestablish the Partnership’s redemption program. The General Partner will determine from time to time whether the Partnership has sufficient excess cash from operations to repurchase Units. Generally, the cash available for redemptions will be limited to 10% of the Partnership’s operating cash flow from the previous fiscal year. If the funds set aside for the redemption program are not sufficient to accommodate all requests as of any calendar quarter end, then at such future time, if any, when sufficient funds become available in the General Partner’s sole discretion, pending requests will be honored among all requesting Limited Partners in accordance with their order of receipt.

10.8

Representations Regarding Transfers.

10.9

Parties Not Bound to See to Trust or Equity.

10.10

Compulsory Transfer or Acquisition of Units.

(a)

If it comes to the attention of the General Partner that any Unit is or may be owned or held directly or beneficially by any Person whose holding or continued holding of that Unit (whether on its own or in conjunction with any other circumstance appearing to the General Partner to be relevant) might in the sole and conclusive determination of the General Partner be likely to cause an Adverse Effect, the General Partner may serve a notice (a “Transfer Notice”) upon the Person (or any one of such Persons where the Unit is registered in joint names) appearing in the Register of Limited Partners as, the holder (the “Vendor”) of the Unit (the “Relevant Unit”) requiring the Vendor within 21 calendar days (or such extended time as in all the circumstances the General Partner shall consider reasonable) to transfer (and/or procure the disposal of interests in) the Relevant Unit to another Person whose holding of the Relevant Unit, in the sole and conclusive determination of the General Partner, would not be likely to cause an Adverse Effect (such Person, an “Eligible Transferee”). On and after the date of the Transfer Notice, and until registration of a transfer of the Relevant Unit to which it relates under the provisions of this Section 10.10(a) or Section 10.10(b) below, the rights and privileges attaching to the Relevant Unit will be suspended and not capable of exercise.

(b)

If within 21 calendar days after the giving of a Transfer Notice (or such extended time as in the circumstances the General Partner considers reasonable) the Transfer Notice has not been complied with to the satisfaction of the General Partner, the General Partner may arrange for the Partnership to compulsorily reacquire some or all of the Relevant Unit for the price for the Unit paid by the Vendor without interest.

(c)

A Person who becomes aware that his holding, directly or beneficially, of the Unit will, or is likely to, cause an Adverse Effect, and who has not already received a Transfer Notice under Section 10.10(a) above, shall immediately either transfer the Unit to an Eligible Transferee or Transferees or give a request in writing to the General Partner for the issue of a Transfer Notice under Section 10.10(a) above, provided that any such Transfer complies with Section 10.2.

(d)

Subject to the provisions of this Agreement, the General Partner will be entitled to assume without inquiry that none of the Units are held in such a way as to entitle the General Partner to serve a Transfer Notice in respect of the Unit, unless it has actual knowledge of a reason to believe otherwise. However, the General Partner may call upon any holder (or any one of joint holders) of the Unit by notice in writing to provide such information and evidence as it will require upon any matter connected with or in relation to such holder or joint holders of the Unit. If such information and evidence is not provided within such reasonable period (being not less than 21 calendar days after service of the notice requiring the same) as may be specified by the General Partner in the notice, the General Partner may, in its absolute discretion, treat any Unit held by such a holder or joint holders as being held in such a way as to entitle the General Partner to serve a Transfer Notice for the Unit.

(e)

The General Partner will not be required to give any reasons for any decision, determination or declaration taken or made under this Section 10.10. The exercise of the powers conferred by this Section 10.10 will not be questioned or invalidated in any case on the ground that there was insufficient evidence of direct or beneficial ownership of the Unit by any Person or that the true direct or beneficial owner of any Unit was otherwise than appeared to the General Partner at the relevant date provided that such powers have been exercised in good faith.

11.1

Events Requiring Winding Up.

(a)

Except as provided in Section 11.1(b), no Partner has the right to wind up the Partnership.

(b)

The Partnership will be wound up upon the first to occur of the following events:

(1)

at any time, if the General Partner elects to wind up the Partnership;

(2)

the expiration of the Partnership Term;

(3)

the sale of all or substantially all of the Partnership’s assets;

(4)

at any time, with the written consent of all Partners to wind up and terminate the Partnership;

(5)

an event of withdrawal by the General Partner (or, where the General Partner is removed under Section 3.10, the failure of the Limited Partners to appoint a successor general partner); or

(6)

a decree by a court requiring the winding up or dissolution of the Partnership pursuant to the DRULPA.

11.2

Election to Continue the Partnership.

11.3

Winding Up.

(a)

Upon the occurrence of an event requiring winding up described in Section 11.1(b) (and provided that no election to continue the Partnership has been made pursuant to Section 11.2), the Partnership will continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners, as required by law. No Partner may take any action that is inconsistent with the winding up of the Partnership’s business and affairs. The General Partner will be responsible for overseeing the winding up and dissolution of the Partnership and will take full account of the Partnership’s liabilities and property and the Partnership property will be liquidated as promptly as is consistent with maximizing the realizable value thereof. In this regard, a reasonable time will be allowed after an event requiring winding up occurs for the orderly winding up of the business and affairs of the Partnership and the liquidation of its assets in order to minimize any losses otherwise attendant upon such winding up, and the provisions of this Agreement shall remain in effect between the Partners during the period of winding up and liquidation. To the fullest extent permitted by law, the proceeds realized by the Partnership from the liquidation of its assets will be applied and distributed in the following order:

(1)

first, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors (other than to Partners);

(2)

second, to the payment and discharge of any debts owed the Partners, including (i) any loans made by Partners, and (ii) any Partnership Expenses paid by the General Partner or any Affiliate on behalf of the Partnership for which the General Partner or Affiliate has not been reimbursed by the Partnership; and

(3)

the balance, if any, shall be distributed to the Partners in accordance with Section 8.3.

(b)

Notwithstanding the provisions of Section 11.3(a), which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, to the extent permitted by law, if prior to or upon an event requiring winding up of the Partnership the General Partner determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners, the General Partner may defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Partners as creditors). The General Partner must use commercially reasonable efforts to make any distributions contemplated by Section 11.3(a) in cash; provided, however, that if the General Partner determines that it would be advisable and in the best interests of the Partners to distribute Partnership assets in kind, the General Partner may make distributions in liquidation of the Partnership in kind in lieu of cash in accordance with Section 11.3(a). Any such distributions in kind will be subject to the following rules and conditions.

(1)

The General Partner will determine the fair market value of each Partnership asset. All Partnership assets will be valued at their current fair market value as determined in good faith by the General Partner.

(2)

The assets to be distributed in kind shall be distributed in undivided interests such that each Partner receives its proportionate interest in each such asset distributed in kind.

(3)

The assets to be distributed in kind will be deemed to have been sold for their fair market value determined pursuant to this Agreement, and immediately prior to the distribution, the Net Profit or Net Loss resulting from such deemed sale shall be allocated to the Capital Accounts of the Partners pursuant to ARTICLE 7.

(4)

The General Partner may cause the distributed assets to be subject to such agreements, conditions and restrictions relating to the disposition, management and operation of such assets as the General Partner deems reasonable and equitable.

11.4

Rights of Limited Partners.

11.5

Termination of Partnership.

11.6

Waiver of Partition.

11.7

Negative Capital Accounts.

12.1

Power of Attorney.

12.2

Duration of Power.

13.1

Amendments.

(a)

the General Partner has the power, without the consent of the Limited Partners, to amend this Agreement as may be required to (i) reflect the admission, substitution, termination, or withdrawal of Partners or of additional classes of Units in accordance with this Agreement; (ii) subject to Section 13.1(c), cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with the law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with the law or with the provisions of this Agreement, provided that that no such amendment will materially adversely affect the Limited Partners; (iii) add, amend or delete provisions of the Agreement which addition, amendment or deletion is, in the opinion of counsel to the Partnership, for the protection of or otherwise to the benefit of the Limited Partners; (iv) take such actions (if any) as may be necessary to ensure that the Partnership will be treated as a partnership for federal income tax purposes and not be required to register as an investment company under the 1940 Act; (v) reflect the proposal or adoption of regulations under Code §704(b) or Code §704(c) or otherwise to preserve or achieve uniformity of the Units, provided that such amendment would not have a material adverse effect on the Limited Partners or the Partnership and is consistent with the principles of Code §704; and (vi) make such amendments or deletions to take into account the effect of any change in, amendment of or repeal of any applicable legislation, which amendments, in the opinion of counsel to the Partnership, do not and will not materially adversely affect the interests of the Limited Partners.

(b)

if any such amendment would cause the dissolution of the Partnership prior to the time set forth in Section 11.1, this Agreement may not be amended without the consent of each Partner adversely affected;

(c)

no amendment that would cause the Partnership to fail to be treated as a limited partnership for state law purposes or change the limited liability status of any Limited Partner or that would change the participation of any Limited Partner in the income, gain, loss, deductions, expenses, credits, capital or distributions of the Partnership or that would otherwise adversely affect in any respect the financial or economic terms to which a Limited Partner is entitled as of the date such Limited Partner was admitted to the Partnership may be made without the written consent of such Limited Partner (except for amendments to admit Limited Partners pursuant to the terms of this Agreement);

(d)

no amendment that would cause the Partnership to fail to be treated as a partnership for federal income tax purposes may be made without the consent of all Partners;

(e)

no amendment shall be made that has the effect of increasing the Capital Contribution of any Limited Partner or reducing its share of distributions made by the Partnership without the consent of each Limited Partner adversely affected; and

(f)

no amendment may be made to change the Allocation Percentage required for any consents required hereunder to the taking of any action, unless such amendment is approved by the Limited Partners holding aggregate Allocation Percentages equal to or in excess of the required amount.

13.2

Complete Agreement.

13.3

Governing Law.

13.4

Binding Effect.

13.5

Interpretation.

13.6

Multiple Counterparts.

13.7

Execution of Documents.

13.8

Reliance on Authority.

13.9

No Third Party Beneficiary.

13.10

Notices.

13.11

Waiver.

13.12

Liability.

13.13

Legal Counsel.

GENERAL PARTNER:

GPB CAPITAL HOLDINGS, LLC

a Delaware limited liability company

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: Chief Executive Officer

SPECIAL PARTNER:

GPB AUTO SLP, LLC

a Delaware limited liability company

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: Manager

GPB CAPITAL HOLDINGS, LLC

as duly appointed attorney-in-fact for the Limited Partners.

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: Chief Executive Officer