United Realty Trust Incorporated 10-Q


 


EXHIBIT 4.6


  


SECOND
AMENDMENT


TO


AGREEMENT
OF LIMITED PARTNERSHIP


OF


UNITED
REALTY CAPITAL OPERATING PARTNERSHIP, L.P.


 


This
SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF UNITED REALTY CAPITAL OPERATING PARTNERSHIP, L.P. (this "Amendment")
is made as of May 20, 2014, and is executed on May 20, 2014, by and among United Realty Trust, Inc., a Maryland corporation, in
its capacity as the general partner (the "General Partner") of United Realty Capital Operating Partnership, L.P., a
Delaware limited partnership (the "Partnership"), and URTI LP, LLC, the initial limited partner of the partnership,
a Delaware limited liability company (the "Initial Limited Partner"). Capitalized terms used but not otherwise defined
in this Amendment shall have the meanings given to such terms in the Agreement of Limited Partnership of the Partnership, dated
as of August 15, 2012 (the "Original Partnership Agreement").


 


RECITALS:


 


WHEREAS,
the General Partner and the Initial Limited Partner entered into the Original Partnership Agreement on August 15, 2012, as amended
by that certain First Amendment to Agreement of Limited Partnership of United Realty Capital Operating Partnership, L.P., dated
April 24, 2013 (the First Amendment to Agreement of Limited Partnership of United Realty Capital Operating Partnership, L.P. and
the Original Partnership Agreement are hereinafter collectively referred to as the “Partnership Agreement”)


 


WHEREAS,
pursuant to Section 14.1 of the Original Partnership Agreement, the parties hereto desire to amend the Partnership Agreement to
a new unit of the Partnership.


 


NOW
THEREFORE, in consideration of the premises made hereunder, and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


		1.	Section
                                         2.3 of the Original Partnership Agreement is hereby deleted in its entirety and the following
                                         new Section 2.3 is substituted in its place:



 


The
address of the registered office of the Partnership in the State of Delaware and the name and address of the registered agent
for service of process on the Partnership in the State of Delaware is the Corporation Service Company, 2711 Centerville Road Suite
400, Wilmington, Delaware 19808. The principal office of the Partnership shall be 60 Broad Street, 34th Floor, New
York, New York 10004, or such other place as the General Partner 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 of Delaware as the General Partner
deems advisable.


 






    	



    	 



    

  


		2.	Article
                                         I of the Partnership Agreement is hereby amended to include the following additional
                                         definition:



 


“‘MB
Unit’ means means a Partnership Unit which is designated as an MB Unit of the Partnership.


 


		3.	Article
                                         I of the Partnership Agreement is hereby amended to include the following modified definition:



 


“Partnership
Unit” means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder. Partnership
Units consist of GP Units, OP Units, MB Units and Sponsor Preferred Units and any classes or series of Partnership Units established
after the date hereof. The number of Partnership Units outstanding and the Percentage Interests in the Partnership represented
by such Partnership Units are set forth in Exhibit A, as such Exhibit may be amended from time to time. The ownership of Partnership
Units shall be evidenced by such form of certificate for Partnership Units as the General Partner adopts from time to time unless
the General Partner determines that the Partnership Units shall be uncertificated securities.


 


		4.	Section
                                         4.1(c) of the Partnership Agreement is hereby amended by deleting the first sentence
                                         and replacing it with the following: 



 


“The
Partnership shall have four classes of Partnership Units, entitled “GP Units”, “MB Units”, “OP Units”
and “Sponsor Preferred Units”, respectively.”


 


		5.	Exhibit
                                         A of the Original Partnership Agreement is hereby deleted in its entirety and the
                                         following new Exhibit A is substituted in its place: 



  


Exhibit A


 


Partners’
Contributions and Partnership Interests


  


	Name and Address of Partner	Type
    of 

Interest	Class
    or 

Series of 

Partnership 

Units	Capital


    Contribution	Number
    of Partnership 

Units	Percentage
    

Interest of 

Class or 

Series of Partnership 

Units
	United Realty Trust
        Incorporated

        60 Broad Street, 34th
        Floor

        New York, New York
        10004
	General
    

Partner 

Interest	GP
    Units	$100,000	9,091	100%
	Limited
    

Partner 

Interest	Sponsor
    

Preferred Units	$50,000	500,000	100%
	Limited
    

Partner 

Interest	OP
    Units	$10,389,121	1,002,443	99.08%
	Corporate Thirteen
        Inc

        162-35 12th
        Road

        Whitestone, NY 11357
	Limited
    

Partner 

Interest	OP
    Units	$100,000	9,091	0.90%
	URTI LP, LLC

        60 Broad Street, 34th
        Floor

        New York, New York
        10004
	Limited
    

Partner 

Interest 	OP
    Units	$2,000	182	0.02%
	MB Unit Partners

        c/o United Realty

        60 Broad Street, 34th
        Floor

        New York, New York
        10004
	Limited
    

Partner 

Interest 	MB
    Units	$1,700,000	17	100%


 



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		6.	A
                                         new Article 17 is hereby added to the Original Partnership Agreement as follows: 



  


“Article
17


MB
UNITS


 


17.1      Designation
and Number.


 


A
series of Partnership Units in the Partnership, designated as the “MB Units,” is hereby established. The initial number
of MB Units shall be 200. Except as set forth in Articles 4, 5, 6, 13, 16 and this Article
17, and except where the context elsewhere in this Agreement otherwise requires, MB Units shall have none of the rights, privileges
and preferences of Sponsored Preferred Units, GP Units or OP Units.


 


17.2      Preferred
Return.


 


Holders
of MB Units shall be entitled to a preferred return as defined in their Issuance of Additional Partnership Interests Agreement.


 


17.3      Voting
Rights.


 


Holders
of MB Units shall not have any voting rights, except with respect to those matters required by law, in which case holders of MB
Units only shall vote as a single class.


 


17.4      Redemption.


 


The
General Partner shall redeem MB Units within a time period as defined in the relevant Issuance of Additional Partnership Interests
Agreement for such MB Units.


 


17.5      Capital
Contribution.


 


The
holders of MB units have made the Capital Contributions as set forth in Exhibit A.


 






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IN
WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date and year
first aforesaid.


 





	 	GENERAL PARTNER:
	 	 	 
	 	UNITED REALTY TRUST, INC.
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Jacob Frydman 
	 	 	Name:   Jacob
    Frydman   
	 	 	Title:     Jacob
    Frydman 




 






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