ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS  21      SECTION 6.1. Maintenance of Capital Accounts  21 SECTION 6.2. Allocations  21 SECTION 6.3. Requirement and Characterization of Distributions; Distributionsto Record Holders  22      ARTICLE VII MANAGEMENT AND OPERATION OF BUSINESS  23      SECTION 7.1. Management  23 SECTION 7.2. Certificate of Limited Partnership  25 SECTION 7.3. Restrictions on General Partner’s Authority  25 SECTION 7.4. Reimbursement of the General Partner  25 SECTION 7.5. Outside Activities  26 SECTION 7.6. Loans from the General Partner; Loans or Contributions from thePartnership; Contracts with Affiliates; Certain Restrictions onthe General Partner  27 SECTION 7.7. Indemnification  28 SECTION 7.8. Liability of Indemnitees  30 SECTION 7.9. Resolution of Conflicts of Interest; Standards of Conduct andModification of Duties  30 SECTION 7.10. Other Matters Concerning the General Partner  32 SECTION 7.11. Purchase or Sale of Partnership Securities  32 SECTION 7.12. Reliance by Third Parties  32      ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS  33      SECTION 8.1. Records and Accounting  33 SECTION 8.2. Fiscal Year  33 SECTION 8.3. Reports  33      ARTICLE IX TAX MATTERS  34      SECTION 9.1. Tax Returns and Information  34 SECTION 9.2. Tax Elections  34 SECTION 9.3. Tax Controversies  34 SECTION 9.4. Withholding  34 SECTION 9.5. Election to be Treated as a Corporation  34      ARTICLE X ADMISSION OF PARTNERS  35      SECTION 10.1. Admission of Initial Limited Partners  35 SECTION 10.2. Admission of Additional Limited Partners  35 SECTION 10.3. Admission of Successor General Partner  35 SECTION 10.4. Amendment of Agreement and Certificate of Limited Partnership toReflect the Admission of Partners  36      ARTICLE XI WITHDRAWAL OR REMOVAL OF PARTNERS  36      SECTION 11.1. Withdrawal of the General Partner  36 SECTION 11.2. Removal of the General Partner  37 SECTION 11.3. Interest of Departing General Partner and Successor General Partner  38 SECTION 11.4. Withdrawal of Limited Partners  39 
 
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     ARTICLE XII DISSOLUTION AND LIQUIDATION  39      SECTION 12.1. Dissolution  39 SECTION 12.2. Continuation of the Business of the Partnership After Event of Withdrawal  39 SECTION 12.3. Liquidator  40 SECTION 12.4. Liquidation  40 SECTION 12.5. Cancellation of Certificate of Limited Partnership  41 SECTION 12.6. Return of Contributions  41 SECTION 12.7. Waiver of Partition  41 SECTION 12.8. Capital Account Restoration  41      ARTICLE XIII AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE  41      SECTION 13.1. Amendments to be Adopted Solely by the General Partner  41 SECTION 13.2. Amendment Procedures  43 SECTION 13.3. Amendment Requirements  43 SECTION 13.4. Special Meetings  44 SECTION 13.5. Notice of a Meeting  44 SECTION 13.6. Record Date  44 SECTION 13.7. Adjournment  45 SECTION 13.8. Waiver of Notice; Approval of Meeting; Approval of Minutes  45 SECTION 13.9. Quorum  45 SECTION 13.10. Conduct of a Meeting  45 SECTION 13.11. Action Without a Meeting  46 SECTION 13.12. Voting and Other Rights  46 SECTION 13.13. Participation of Special Voting Units in All Actions Participated in byCommon Units  47      ARTICLE XIV MERGER  48      SECTION 14.1. Authority  48 SECTION 14.2. Procedure for Merger, Consolidation or Other Business Combination  48 SECTION 14.3. Approval by Limited Partners of Merger, Consolidation or Other BusinessCombination  49 SECTION 14.4. Certificate of Merger or Consolidation  50 SECTION 14.5. Amendment of Partnership Agreement  50 SECTION 14.6. Effect of Merger  50      ARTICLE XV RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS  51      SECTION 15.1. Right to Acquire Limited Partner Interests  51      ARTICLE XVI GENERAL PROVISIONS  52      SECTION 16.1. Addresses and Notices  52 SECTION 16.2. Further Action  53 SECTION 16.3. Binding Effect  53 SECTION 16.4. Integration  53 SECTION 16.5. Creditors  53 SECTION 16.6. Waiver  53 SECTION 16.7. Counterparts  53 SECTION 16.8. Applicable Law  53 SECTION 16.9. Invalidity of Provisions  53 SECTION 16.10. Consent of Partners  53 SECTION 16.11. Facsimile Signatures  53 
 
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**AGREEMENT OF LIMITED PARTNERSHIP****OF****SOLEIL CAPITAL L.P.**THIS AGREEMENT OF LIMITED PARTNERSHIP OF SOLEIL CAPITAL L.P. dated as of June 19, 2009, isentered into by and among Soleil Capital Management L.L.C., a Delaware limited liability company,as the General Partner, together with any other Persons who become Partners in the Partnership orparties hereto as provided herein. In consideration of the covenants, conditions and agreementscontained herein, the parties hereto hereby agree as follows:**ARTICLE I****DEFINITIONS**SECTION 1.1 *Definitions.*The following definitions shall be for all purposes, unless otherwise clearly indicated to thecontrary, applied to the terms used in this Agreement.“*Acquisition*” means any transaction in which any Group Member acquires (through an assetacquisition, merger, stock acquisition or other form of investment) control over all or a portionof the assets, properties or business of another Person.“*Affiliate*” means, with respect to any Person, any other Person that directly or indirectlythrough one or more intermediaries controls, is controlled by or is under common control with, thePerson in question. As used herein, the term “control” means the possession, direct or indirect, ofthe power to direct or cause the direction of the management and policies of a Person, whetherthrough ownership of voting securities, by contract or otherwise.“*Agreement*” means this Agreement of Limited Partnership of Soleil Capital L.P., as it may beamended, supplemented or restated from time to time.“*Associate*” means, when used to indicate a relationship with any Person, (a) any corporationor organization of which such Person is a director, officer or partner or is, directly orindirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) anytrust or other estate in which such Person has at least a 20% beneficial interest or as to whichsuch Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse ofsuch Person, or any relative of such spouse, who has the same principal residence as such Person.“*Beneficial Owner*” has the meaning assigned to such term in Rules 13d-3 and 13d-5 under theSecurities Exchange Act (and “*Beneficially Own*” shall have a correlative meaning).“*Board of Directors*” means, with respect to the Board of Directors of the General Partner, itsboard of directors or managers, as applicable, if a corporation or limited liability company, or ifa limited partnership, the board of directors or board of managers of its general partner.“*Business Day*” means each day that is not a Saturday, Sunday or other day on which bankinginstitutions in New York, New York are authorized or required by law to close.“*Capital Account*” has the meaning assigned to such term in Section 6.1.“*Capital Contribution*” means any cash or cash equivalents that a Partner contributes to thePartnership pursuant to this Agreement.“*Carrying Value*” means, with respect to any Partnership asset, the asset’s adjusted basis forU.S. federal income tax purposes, except that the initial carrying value of assets contributed tothe Partnership shall be their respective gross fair market values on the date of contribution asdetermined by the General Partner, and the Carrying Values of all Partnership assets shall beadjusted to equal their respective fair market values, in accordance with the rules set forth inUnited States Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise providedherein, as of: (a) the date of the acquisition of any additional Partnership Interest by any new orexisting Partner in exchange for more than a *de minimis*Capital Contribution; (b) the date of thedistribution of more than a *de minimis*amount of Partnership assets to a Partner; (c) the date aPartnership Interest is relinquished to the Partnership; or (d) any other date specified in theUnited States Treasury Regulations; provided however that adjustments pursuant to clauses (a), (b)(c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by theGeneral Partner to reflect the relative economic interests of the Partners. In the case of anyasset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall beadjusted by the amount of depreciation calculated for purposes of the definition of “Net Income(Loss)” rather than the amount of depreciation determined for U.S. federal income tax purposes, anddepreciation shall be calculated by reference to Carrying Value rather than tax basis once CarryingValue differs from tax basis.
 
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“*Cause*” means a court of competent jurisdiction has entered a final, non-appealable judgmentfinding the General Partner liable for actual fraud or willful misconduct in its capacity as ageneral partner of the Partnership.“*Certificate*” means a certificate issued in global form in accordance with the rules andregulations of the Depositary or in such other form as may be adopted by the General Partner,issued by the Partnership evidencing ownership of one or more Common Units or a certificate, insuch form as may be adopted by the General Partner, issued by the Partnership evidencing ownershipof one or more other Partnership Securities.“*Certificate of Limited Partnership*” means the Certificate of Limited Partnership of thePartnership filed with the Secretary of State of the State of Delaware as referenced in Section2.1, as such Certificate of Limited Partnership may be amended, supplemented or restated from timeto time.“*Citizenship Certification*” means a properly completed certificate in such form as may bespecified by the General Partner by which a Limited Partner certifies that he (and if he is anominee holding for the account of another Person, that to the best of his knowledge such otherPerson) is an Eligible Citizen.“*Closing Date*” means the first date on which Common Units are issued by the Partnership to theShareholders.“*Closing Price*” has the meaning assigned to such term in Section 15.1(a).“*Code*” means the United States Internal Revenue Code of 1986, as amended and in effect fromtime to time. Any reference herein to a specific section or sections of the Code shall be deemed toinclude a reference to any corresponding provision of any successor law.“*Combined Interest*” has the meaning assigned to such term in Section 11.3(a).“*Commission*” means the U.S. Securities and Exchange Commission.“*Common Unit*” means a Partnership Interest representing a fractional part of the PartnershipInterests of all Limited Partners having the rights and obligations specified with respect toCommon Units in this Agreement.“*Conflicts Committee*” means a committee of the Board of Directors composed entirely of one ormore directors or managers who meet the independence standards required to serve on an auditcommittee of a board of directors established by the Securities Exchange Act and the rules andregulations of the Commission thereunderand by the National Securities Exchange on which the Common Units are listed for trading.“*Conversion*” means the the corporate action under Delaware law whereby the Corporationconverted to the Partnership.“*Corporation*” means Jobsinsite, Inc. a Delaware corporation.“*Current Market Price*” has the meaning assigned to such term in Section 15.1(a).“*Delaware Limited Partnership Act*” means the Delaware Revised Uniform Limited Partnership Act,6 Del. C. § 17-101, et seq., as amended, supplemented or restated from time to time, and anysuccessor to such statute.“*Departing General Partner*” means a former General Partner from and after the effective dateof any withdrawal or removal of such former General Partner pursuant to Sections 11.1 or 11.2.
 
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“*Depositary*” means, with respect to any Units issued in global form, The Depository TrustCompany and its successors and permitted assigns.“*Eligible Citizen*” means a Person qualified to own interests in real property in jurisdictionsin which any Group Member does business or proposes to do business from time to time, and whosestatus as a Limited Partner the General Partner determines in its sole discretion does not or wouldnot subject such Group Member to a significant risk of cancellation or forfeiture of any of itsproperties or any interest therein.“*Event of Withdrawal*” has the meaning assigned to such term in Section 11.1(a).“*Fiscal Year*” has the meaning assigned to such term in Section 8.2.“*General Partner*” means Soleil Capital Management L.L.C., a Delaware limited liability companyand its successors and permitted assigns that are admitted to the Partnership as general partner ofthe Partnership, in its capacity as a general partner of the Partnership (except as the contextotherwise requires).“*General Partner Interest*” means the management and ownership interest of the General Partnerin the Partnership (in its capacity as a general partner without reference to any Limited PartnerInterest held by it), which is evidenced by General Partner Units, and includes any and allbenefits to which a General Partner is entitled as provided in this Agreement, together with allobligations of a General Partner to comply with the terms and provisions of this Agreement.“*General Partner Unit*” means a fractional part of the General Partner Interest having therights and obligations specified with respect to the General Partner Interest.“*Group*” means a Person that with or through any of its Affiliates or Associates has anycontract, arrangement, understanding or relationship for the purpose of acquiring, holding, voting,exercising investment power or disposing of any Partnership Securities with any other Person thatBeneficially Owns, or whose Affiliates or Associates Beneficially Own, directly or indirectly,Partnership Interests.“*Group Member*” means a member of the Partnership Group.“*Indemnitee*” means (a) the General Partner, (b) any Departing General Partner, (c) any Personwho is or was an Affiliate of the General Partner or any Departing General Partner, (d) any Personwho is or was a member, partner, Tax Matters Partner (as defined in the Code), officer, director,employee, agent, fiduciary or trustee of any Group Member, the General Partner or any DepartingGeneral Partner or any Affiliate of any Group Member, the General Partner or any Departing GeneralPartner, (e) any Person who is or was serving at the request of the General Partner or anyDeparting General Partner or any Affiliate of the General Partner or any Departing General Partneras an officer, director, employee, member, partner, Tax Matters Partner (as defined in the Code),agent, fiduciary or trustee of another Person; provided that a Person shall not be an Indemnitee byreason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services and (f)any Person the General Partner in its sole discretion designates as an “Indemnitee” for purposes ofthis Agreement.“*Initial Common Units*” means the Common Units issued in the Conversion.“*Initial Offering*” means the initial exchange and issuance of Common Units to the public, asdescribed in the Registration Statement.
 
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“*Issue Price*” means the price at which a Unit is purchased from the Partnership, net of anysales commissions or underwriting discounts charged to the Partnership.“*Limited Partner*” means, unless the context otherwise requires, each Initial Limited Partner,each additional Person that becomes a Limited Partner pursuant to the terms of this Agreement andany Departing General Partner upon the change of its status from General Partner to Limited Partnerpursuant to Section 11.3, in each case, in such Person’s capacity as a limited partner of thePartnership. For the avoidance of doubt, each holder of a Special Voting Unit shall be a LimitedPartner. For purposes of the Delaware Limited Partnership Act, the Limited Partners shallconstitute a single class or group of limited partners.“*Limited Partner Interest*” means the ownership interest of a Limited Partner in thePartnership, which may be evidenced by Common Units, Special Voting Units or other PartnershipSecurities or a combination thereof or interest therein, and includes any and all benefits to whichsuch Limited Partner is entitled as provided in this Agreement, including voting rights, togetherwith all obligations of such Limited Partner to comply with the terms and provisions of thisAgreement.“*Liquidation Date*” means (a) in the case of an event giving rise to the dissolution of thePartnership of the type described in clauses (a) and (b) of the first sentence of Section 12.2, thedate on which the applicable time period during which the holders of Outstanding Units have theright to elect to continue the business of the Partnership hasexpired without such an election being made, and (b) in the case of any other event giving rise tothe dissolution of the Partnership, the date on which such event occurs.“*Liquidator*” means one or more Persons selected by the General Partner to perform thefunctions described in Section 12.3 as liquidating trustee of the Partnership within the meaning ofthe Delaware Limited Partnership Act.“*Merger Agreement*” has the meaning assigned to such term in Section 14.1.“*National Securities Exchange*” means an exchange registered with the Commission under Section6(a) of the Securities Exchange Act or any successor thereto and any other securities exchange(whether or not registered with the Commission under Section 6(a) of the Securities Exchange Act)that the General Partner in its sole discretion shall designate as a National Securities Exchangefor purposes of this Agreement.“*Net Income (Loss)*” for any Fiscal Period means the taxable income or loss of the Partnershipfor such period as determined in accordance with the accounting method used by the Partnership forU.S. federal income tax purposes with the following adjustments; (i) any income of the Partnershipthat is exempt from U.S. federal income taxation and not otherwise taken into account in computingNet Income (Loss) shall be added to such taxable income or loss; (ii) if the Carrying Value of anyasset differs from its adjusted tax basis for U.S. federal income tax purposes, any depreciation,amortization or gain resulting from a disposition of such asset shall be calculated with referenceto such Carrying Value; (iii) upon an adjustment to the Carrying Value of any asset, pursuant tothe definition of Carrying Value, the amount of the adjustment shall be included as gain or loss incomputing such taxable income or loss; and (iv) any expenditures of the Partnership not deductiblein computing taxable income or loss, not properly capitalizable and not otherwise taken intoaccount in computing Net Income (Loss) pursuant to this definition shall be treated as deductibleitems.“*Non-citizen Assignee*” means a Person whom the General Partner has determined in its solediscretion does not constitute an Eligible Citizen and as to whose Partnership Interest the GeneralPartner has become the Limited Partner, pursuant to Section 4.8.“*Notice of Election to Purchase*” has the meaning assigned to such term in Section 15.1(b).“*Opinion of Counsel*” means a written opinion of counsel (who may be regular counsel to thePartnership or the General Partner or any of its Affiliates) acceptable to the General Partner.
 
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“*Outstanding*” means, with respect to Limited Partner Interests, all Limited Partner Intereststhat are issued by the Partnership and reflected as outstanding on the Partnership’s books andrecords as of the date of determination; provided however that if at any time any Person or Group(other than the General Partner or its Affiliates) Beneficially Owns 20% or more of any class ofOutstanding Common Units, all Common Units owned by such Person or Group shall not be entitled tobe voted on any matter and shall not be considered to be Outstanding when sending notices of ameeting of Limited Partners to vote on any matter (unless otherwise required by law), calculatingrequired votes, determining the presence of a quorum or for other similar purposes under thisAgreement, except that Common Units so owned shall be considered to be Outstanding for purposes ofSection 11.1(b)(iv) (such Common Units shall not, however, be treated as a separate class ofPartnership Securities for purposes of this Agreement); provided further that the foregoinglimitation shall not apply (i) to any Person orGroup who acquired 20% or more of any Outstanding Common Units of any class then Outstandingdirectly from the General Partner or its Affiliates, (ii) to any Person or Group who acquired 20%or more of any Outstanding Common Units of any class then Outstanding directly or indirectly from aPerson or Group described in clause (i) provided that the General Partner shall have notified suchPerson or Group in writing that such limitation shall not apply and shall not be considered to beOutstanding when sending notices of a meeting of Limited Partners to vote on any matter (unlessotherwise required by law), calculating required votes, determining the presence of a quorum or forother similar purposes under this Agreement.“*Partners*” means the General Partner and the Limited Partners.“*Partnership*” means Soleil Capital L.P., a Delaware limited partnership.“*Partnership Group*” means the Partnership and its Subsidiaries treated as a singleconsolidated entity.“*Partnership Interest*” means an interest in the Partnership, which shall include the GeneralPartner Interests and Limited Partner Interests.“*Partnership Security*” means any equity interest in the Partnership (but excluding anyoptions, rights, warrants and appreciation rights relating to an equity interest in thePartnership), including without limitation, Common Units, Special Voting Units and General PartnerUnits.
 
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“*Percentage Interest*” means, as of any date of determination, (i) as to any holder of CommonUnits in its capacity as such, the product obtained by multiplying (a) 100% less the percentageapplicable to the Units referred to in clause (iv) by (b) the quotient obtained by dividing (x) thenumber of Common Units held by such holder by (y) the total number of all Outstanding Common Units,(ii) as to any holder of General Partner Units in its capacity as such with respect to such GeneralPartner Units, 0%, (iii) as to any holder of Special Voting Units in its capacity as such withrespect to such Special Voting Units, 0%, and (iv) as to any holder of other Units in its capacityas such with respect to such Units, the percentage established for such Units by the GeneralPartner as a part of the issuance of such Units.“*Person*” means an individual or a corporation, limited liability company, partnership, jointventure, trust, unincorporated organization, association (including any group, organization,co-tenanacy, plan, board, council or committee), government (including a country, state, county, orany other governmental or political subdivision, agency or instrumentality thereof) or other entity(or series thereof).“*Pro Rata*” means (a) when modifying Units or any class thereof, apportioned equally among alldesignated Units, and (b) when modifying Partners or Record Holders, apportioned among all Partnersor Record Holders, as the case may be, in accordance with their relative Percentage Interests.“*Purchase Date*” means the date determined by the General Partner as the date for purchase ofall Outstanding Units of a certain class (other than Units owned by the General Partner and itsAffiliates) pursuant to Article XV.“*Quarter*” means, unless the context requires otherwise, a fiscal quarter of the Partnership,or with respect to the first fiscal quarter of the Partnership after the Closing Date the portionof such fiscal quarter after the Closing Date.“*Record Date*” means the date established by the General Partner in its sole discretion fordetermining (a) the identity of the Record Holders entitled to notice of, or to vote at, anymeeting of Limited Partners or entitled to vote by ballot or give approval of Partnership action inwriting without a meeting or entitled to exercise rights in respect of any lawful action of LimitedPartners or (b) the identity of Record Holders entitled to receive any report or distribution or toparticipate in any offer.“*Record Holder*” means the Person in whose name a Common Unit is registered on the books of theTransfer Agent as of the opening of business on a particular Business Day, or with respect to otherPartnership Interests, the Person in whose name any such other Partnership Interest is registeredon the books which the General Partner has caused to be kept as of the opening of business on suchBusiness Day.“*Redeemable Interests*” means any Partnership Interests for which a redemption notice has beengiven, and has not been withdrawn, pursuant to Section 4.9.“*Registration Statement*” means the Registration Statement on Form S-4 (Registration No.                    ) as it has been or as it may be amended or supplemented from time to time, filed by thePartnership with the Commission under the Securities Act to register the offering and issuance ofthe Common Units in the Initial Offering.“*Resident of Japan*” means a natural person having his or her place of domicile or residence inJapan, or a juridical person having its main office in Japan as defined in Item 5, Paragraph 1,Article 6 of Foreign Exchange and Foreign Trade law of Japan (Law no. 228,1949).“*Securities Act*” means the U.S. Securities Act of 1933, as amended, supplemented or restatedfrom time to time and any successor to such statute.
 
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“*Securities Exchange Act*” means the U.S. Securities Exchange Act of 1934, as amended,supplemented or restated from time to time and any successor to such statute.*“Shareholders”*means the Common Stockholders of the Corporation.“*Special Approval*” means either (a) approval by the sole member or by a majority of themembers of the Conflicts Committee, as applicable or (b) approval by the vote of the Record Holdersof a majority of the voting power of the Voting Units (excluding Voting Units owned by the GeneralPartner and its Affiliates).“*Special Voting Unit*” means a Partnership Interest having the rights and obligations specifiedwith respect to Special Voting Units in this Agreement. For the avoidance of doubt, holders ofSpecial Voting Units, in their capacity as such, shall not be entitled to receive distributions bythe Partnership and shall not be allocated income, gain, loss, deduction or credit of thePartnership.“*Subsidiary*” means, with respect to any Person, (a) a corporation of which more than 50% ofthe voting power of shares entitled (without regard to the occurrence of any contingency) to votein the election of directors or other governing body of such corporation is owned, directly orindirectly, at the date of determination, by such Person, by one or more Subsidiaries of suchPerson or a combination thereof, (b) a partnership (whether general or limited) in which suchPerson or a Subsidiary of such Person is, at the date of determination, a general or limitedpartner of such partnership, but only if more than 50% of the partnership interests of suchpartnership (considering all of the partnership interests of the partnership as a single class) isowned, directly or indirectly, at the date of determination, by such Person, by one or moreSubsidiaries of such Person, or a combination thereof, (c) any other Person (other than acorporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or acombination thereof, directly or indirectly, at the date of determination, has (i) at least amajority ownership interest or (ii) the power to elect or direct the election of a majority of thedirectors or other governing body of such Person or (d) any other Person the financial informationof which is consolidated by such Person for financial reporting purposes under U.S. GAAP.“*Surviving Business Entity*” has the meaning assigned to such term in Section 14.2(b).“*Trading Day*” has the meaning assigned to such term in Section 15.1(a).“*Transfer*” has the meaning assigned to such term in Section 4.4(a).
 
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“*Transfer Agent*” means such bank, trust company or other Person (including the General Partneror one of its Affiliates) as shall be appointed from time to time by the Partnership to act asregistrar and transfer agent for the Common Units; provided that if no Transfer Agent isspecifically designated for any other Partnership Securities, the General Partner shall act in suchcapacity.“*Unit*” means a Partnership Interest that is designated as a “Unit” and shall include CommonUnits, Special Voting Units and General Partner Units.“*Unitholders*” means the holders of Units.“*U.S. GAAP*” means U.S. generally accepted accounting principles consistently applied.“*Voting Unit*” means a Common Unit , a Special Voting Unit and any other Partnership Interestthat is designated as a “Voting Unit” from time to time.“*Withdrawal Opinion of Counsel*” has the meaning assigned to such term in Section 11.1(b).SECTION 1.2. *Construction.*Unless the context requires otherwise: (a) any pronoun used in this Agreement shall includethe corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns andverbs shall include the plural and vice versa; (b) references to Articles and Sections refer toArticles and Sections of this Agreement; and (c) the terms “include,” “includes,” “including” orwords of like import shall be deemed to be followed by the words “withoutlimitation;” and the terms “hereof,” “herein” or “hereunder refer to this Agreement as a whole andnot to any particular provision of this Agreement. The table of contents and headings contained inthis Agreement are for reference purposes only, and shall not affect in any way the meaning orinterpretation of this Agreement.**ARTICLE II****ORGANIZATION**SECTION 2.1. *Formation.*The Partnership has been previously formed as a limited partnership pursuant to the filing ofthe Certificate of Limited Partnership with the Secretary of State of the State of Delaware on June19, 2009, pursuant to the provisions of the Delaware Limited Partnership Act. Except as expresslyprovided to the contrary in this Agreement, the rights, duties (including fiduciary duties),liabilities and obligations of the Partners and the administration, dissolution and termination ofthe Partnership shall be governed by the Delaware Limited Partnership Act. All PartnershipInterests shall constitute personal property of the owner thereof for all purposes and a Partnerhas no interest in specific Partnership property.SECTION 2.2. *Name.*The name of the Partnership shall be “Soleil Capital L.P.” The Partnership’s business may beconducted under any other name or names as determined by the General Partner in its solediscretion, including the name of the General Partner. The words “Limited Partnership,” “LP,”“L.P.,” “Ltd.” or similar words or letters shall be included in the Partnership’s name wherenecessary for the purpose of complying with the laws of any jurisdiction that so requires. TheGeneral Partner may change the name of the Partnership at any time and from time to time by filingan amendment to the Certificate of Limited Partnership (and upon any such filing this Agreementshall be deemed automatically amended to change the name of the Partnership)and shall notify the Limited Partners of such change in the next regular communication to theLimited Partners.
 
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SECTION 2.3. *Registered Office; Registered Agent; Principal Office; Other Offices.*Unless and until changed by the General Partner by filing an amendment to the Certificate ofLimited Partnership (and upon any such filing this Agreement shall be deemed automatically amendedto change the registered office and the registered agent of the Partnership) the registered officeof the Partnership in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware19801, and the registered agent for service of process on the Partnership in the State of Delawareat such registered office is The Corporation Trust Company. The principal office of the Partnershipis located at 2450 Hollywood Blvd. Suite 105 Hollywood, FL 33020.or such other place as the GeneralPartner in its sole discretion may from time to time designate by notice to the Limited Partners.The Partnership may maintain offices at such other place or places within or outside the State ofDelaware as the General Partner deems necessary or appropriate. The address of the General Partneris 2450 Hollywood Blvd. Suite 105 Hollywood, FL 33020. or such other place as the General Partnermay from time to time designate by notice tothe Limited Partners.SECTION 2.4. *Purpose and Business.*The purpose and nature of the business to be conducted by the Partnership shall be to (a)engage directly in, or enter into or form any corporation, partnership, joint venture, limitedliability company or other arrangement to engage indirectly in, any business activity that isapproved by the General Partner in its sole discretion and that lawfully may be conducted by alimited partnership organized pursuant to the Delaware Limited Partnership Act and, in connectiontherewith, to exercise all of the rights and powers conferred upon the Partnership pursuant to theagreements relating to such business activity; and (b) do anything necessary or appropriate to theforegoing, including the making of capital contributions or loans to a Group Member. To the fullestextent permitted by law, the General Partner shall have no duty or obligation to propose orapprove, and may decline to propose or approve, the conduct by the Partnership of any business freeof any duty (including any fiduciary duty) or obligation whatsoever to the Partnership or anyLimited Partner or Record Holder and, in declining to so propose or approve, shall not be deemed tohave breached this Agreement, any other agreement contemplated hereby, the Delaware LimitedPartnership Act or any other provision of law, rule or regulation or equity.SECTION 2.5. *Powers.*The Partnership shall be empowered to do any and all acts and things necessary, appropriate,proper, advisable, incidental to or convenient for the furtherance and accomplishment of thepurposes and business described in Section 2.4 and for the protection and benefit of thePartnership.SECTION 2.6. *Power of Attorney.*(a) Each Limited Partner and Record Holder hereby constitutes and appoints the GeneralPartner and, if a Liquidator (other than the General Partner) shall have been selected pursuant toSection 12.3, the Liquidator, severally (and any successor to the Liquidator by merger, transfer,assignment, election or otherwise) and each of their authorized managers and officers andattorneys-in-fact, as the case may be, with full power of substitution, as his true and lawfulagent and attorney-in-fact, with full power and authority in his name, place and stead, to:(i) execute, swear to, acknowledge, deliver, file and record in theappropriate public offices (A) all certificates, documents and otherinstruments (including this Agreement and the Certificate of LimitedPartnership and all amendments or restatements hereof or thereof) that theGeneral Partner or the Liquidator determines to be necessary or appropriate toform, qualify or continue the existence or qualification of the Partnership asa limited partnership (or a partnership in which the limited partners havelimited liability) in the State of Delaware and in all other jurisdictions inwhich the Partnership may conduct business or own property;
 
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(B) all certificates, documents and other instruments that the General Partneror the Liquidator determines to be necessary or appropriate to reflect, inaccordance with its terms,any amendment, change, modification or restatement of this Agreement; (C) allcertificates, documents and other instruments (including conveyances and acertificate of cancellation) that the General Partner or the Liquidatordetermines to be necessary or appropriate to reflect the dissolution andtermination of the Partnership pursuant to the terms of this Agreement; (D) allcertificates, documents and other instruments (including this Agreement and theCertificate of Limited Partnership and all amendments or restatements hereof orthereof) relating to the admission, withdrawal, removal or substitution of anyPartner pursuant to, or other events described in, this Agreement (including,without limitation, issuance and cancellations of Special Voting Units pursuantto Section 5.5); (E) all certificates, documents and other instruments relatingto the determination of the rights, preferences and privileges of any class orseries of Partnership Securities issued pursuant to Section 5.6; and (F) allcertificates, documents and other instruments (including agreements and acertificate of merger or consolidation or similar certificate) relating to amerger, consolidation, combination or conversion of the Partnership pursuant toArticle XIV; and(ii) execute, swear to, acknowledge, deliver, fileand record all ballots, consents, approvals, waivers, certificates, documentsand other instruments that the General Partner or the Liquidator determines tobe necessary or appropriate to (A) make, evidence, give, confirm or ratify anyvote, consent, approval, agreement or other action that is made or given by thePartners hereunder or is consistent with the terms of this Agreement or (B) toeffectuate the terms or intent of this Agreement; provided that when requiredby Section 13.3 or any other provision of this Agreement that establishes acertain percentage of the Limited Partners or of the Limited Partners of anyclass or series required to take any action, the General Partner and theLiquidator may exercise the power of attorney made in this Section 2.6(a)(ii)only after the necessary vote, consent or approval of such percentage of theLimited Partners or of the Limited Partners of such class or series, asapplicable.Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partnerto amend this Agreement except in accordance with Article XIII or as may be otherwise expresslyprovided for in this Agreement.(b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupledwith an interest, and it shall survive and, to the maximum extent permitted by law, shall not beaffected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy ortermination of any Limited Partner or Record Holder and the transfer of all or any portion of suchLimited Partner’s or Record Holder’s Partnership Interest and shall extend to such LimitedPartner’s or Record Holder’s heirs, successors, assigns and personal representatives. Each suchLimited Partner or Record Holder hereby agrees to be bound by any representation made by theGeneral Partner or the Liquidator acting in good faith pursuant to such power of attorney; and eachsuch Limited Partner or Record Holder, to the maximum extent permitted by law, hereby waives anyand all defenses that may be available to contest, negate or disaffirm the action of the GeneralPartner or the Liquidator taken in good faith under such power of attorney. Each Limited Partnerand Record Holder shall execute and deliver to the General Partner or the Liquidator, within 15days after receipt of the request therefor, such further designation, powers of attorney and otherinstruments as the General Partner or the Liquidator may request in order to effectuate thisAgreement and the purposes of the Partnership.SECTION 2.7. *Term.*The term of the Partnership commenced upon the filing of the Certificate of LimitedPartnership in accordance with the Delaware Limited Partnership Act and shall continue until thedissolution of the Partnership in accordance with the provisions of Article XII. The existence ofthe Partnership as a separate legal entity shall continue until the cancellation of the Certificateof Limited Partnership as provided in the Delaware Limited Partnership Act.
 
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SECTION 2.8. *Title to Partnership Assets.*Title to Partnership assets, whether real, personal or mixed and whether tangible orintangible, shall be deemed to be owned by the Partnership as an entity, and no Partner,individually or collectively, shall have any ownership interest in such Partnership assets or anyportion thereof. Title to any or all of the Partnership assets may be held in the name of thePartnership, the General Partner, one or more of its Affiliates or one or more nominees, as theGeneral Partner may determine. The General Partner hereby declares and warrants that anyPartnership assets for which record title is held in the name of the General Partner or one or moreof its Affiliates or one or more nominees shall be held by the General Partner or such Affiliate ornominee for the use and benefit of the Partnership in accordance with the provisions of thisAgreement; provided however, that the General Partner shall use reasonable efforts to cause recordtitle to such assets (other than those assets in respect of which the General Partner in its solediscretion determines that the expense and difficulty of conveyancing makes transfer of recordtitle to the Partnership impracticable) to be vested in the Partnership as soon as reasonablypracticable; provided further that prior to the withdrawal or removal of the General Partner or assoon thereafter as practicable, the General Partner shall use reasonable efforts to effect thetransfer of record title to the Partnership and, prior to any such transfer, will provide for theuse of such assets in a manner satisfactory to the General Partner. All Partnership assets shall berecorded as the property of the Partnership in its books and records, irrespective of the name inwhich record title to such Partnership assets is held.SECTION 2.9. *Certain Undertakings Relating to the Separateness of the Partnership.*(a) *Separateness Generally*. The Partnership shall conduct its business and operationsseparate and apart from those of any other Person (other than the General Partner) in accordancewith this Section 2.9.(b) *Separate Records*. The Partnership shall maintain (i) its books and records, (ii) itsaccounts, and (iii) its financial statements separate from those of any other Person except itsconsolidated Subsidiaries.(c) *No Effect*. Failure by the General Partner or the Partnership to comply with any of theobligations set forth above shall not affect the status of the Partnership as a separate legalentity, with its separate assets and separate liabilities.**ARTICLE III****RIGHTS OF LIMITED PARTNERS**SECTION 3.1. *Limitation of Liability.*The Limited Partners shall have no liability under this Agreement except as expressly providedin this Agreement or the Delaware Limited Partnership Act.SECTION 3.2. *Management of Business.*No Limited Partner, in its capacity as such, shall participate in the operation, management orcontrol (within the meaning of the Delaware Limited Partnership Act) of the Partnership’s business,transact any business in thePartnership’s name or have the power to sign documents for or otherwise bind the Partnership. Anyaction taken by any Affiliate of the General Partner or any officer, director, employee, manager,member, general partner, agent or trustee of the General Partner or any of its Affiliates, or anyofficer, director, employee, manager, member, general partner, agent or trustee of a Group Member,in its capacity as such, shall not be deemed to be participation in the control of the business ofthe Partnership by a limited partner of the Partnership (within the meaning of Section 17-303(a) ofthe Delaware Limited Partnership Act) and shall not affect, impair or eliminate the limitations on the liability of the LimitedPartners under this Agreement.
 
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SECTION 3.3. *Outside Activities of the Limited Partners.*Any Limited Partner shall be entitled to and may have business interests and engage inbusiness activities in addition to those relating to the Partnership, including business interestsand activities in direct competition with the Partnership Group. Neither the Partnership nor any ofthe other Partners shall have any rights by virtue of this Agreement in any business ventures ofany Limited Partner.SECTION 3.4. *Rights of Limited Partners.*(a) In addition to other rights provided by this Agreement or by applicable law, and exceptas limited by Section 3.4(b), each Limited Partner shall have the right, for a purpose reasonablyrelated to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonablewritten demand stating the purpose of such demand and at such Limited Partner’s own expense:**•**(i)promptly after its becoming available, to obtain a copy of the Partnership’sU.S. federal, state and local income tax returns for each year; and **•**(ii)to obtain acopy of this Agreement and the Certificate of Limited Partnership and all amendments thereto,together with a copy of the executed copies of all powers of attorney pursuant to which thisAgreement, the Certificate of Limited Partnership and all amendments thereto have beenexecuted.(b) The General Partner may keep confidential from the Limited Partners, for such period oftime as the General Partner determines in its sole discretion, (i) any information that the GeneralPartner reasonably believes to be in the nature of trade secrets or (ii) other information thedisclosure of which the General Partner believes (A) is not in the best interests of thePartnership Group, (B) could damage the Partnership Group or its business or (C) that any GroupMember is required by law or by agreement with any third party to keep confidential (other thanagreements with Affiliates of the Partnership the primary purpose of which is to circumvent theobligations set forth in this Section 3.4).**ARTICLE IV**