Exhibit 10.3


 


	B. Riley Financial, Inc.
	(Offeree Name)







 


Vintage
Rodeo, L.P.


 


A Limited Partnership Formed to Invest
Initially in a Single Company


 


SUBSCRIPTION PACKAGE


 


FOR


 


OFFERING OF LIMITED PARTNERSHIP INTERESTS


 


Minimum Offering of $540,000,000


 


For information please contact:


 


Brian R. Kahn





Vintage Rodeo GP, LLC





4705 S. Apopka Vineland Rd.





Suite 206





Orlando, Florida 32819





Tel: (407) 876-0279





Fax: (208) 728-8007





BKahn@vintcap.com


 




     


     


    

 


CONTENTS AND INSTRUCTIONS


 


If you have carefully reviewed all requested
information and you have determined that you would like to invest in the Partnership, please proceed according to the following
instructions:


 


		1.	Subscription Agreement and Questionnaire. Please read the attached Subscription Agreement
and Questionnaire carefully and follow the instructions throughout the Agreement.



 


		2.	Partnership Agreement Signature Page. Please complete and sign the Limited Partnership Agreement
signature page in this Subscription Package.



 


		3.	U.S. IRS Form W-9 or W-8, as applicable. Please complete and return the applicable tax form.



 


		4.	Delivery of Subscription Documents. After you have completed and signed the attached, please
return the original Subscription Package to:



 


Vintage Rodeo GP, LLC





4705 S. Apopka Vineland
Rd.





Suite 206





Orlando, Florida 32819





Tel: (407) 876-0279





Fax: (208) 728-8007





BKahn@vintcap.com


 


		5.	Subscription Payment Instructions. Payment of your full subscribed amount will be due upon
notice that your subscription has been accepted and that the conditions of the offering have been satisfied.



 




     


     


    

 


[THIS PAGE INTENTIONALLY LEFT BLANK]


 




     


     


    

 


ALL INFORMATION IN THIS AGREEMENT WILL
BE TREATED CONFIDENTIALLY. HOWEVER, IT IS UNDERSTOOD THAT THIS AGREEMENT MAY BE PRESENTED TO APPROPRIATE PARTIES TO ESTABLISH THAT
THE OFFERING IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MEETS THE REQUIREMENTS OF APPLICABLE STATE
SECURITIES LAWS, OR AS OTHERWISE REQUIRED BY REGULATORY AUTHORITIES.


 


Vintage
Rodeo, L.P.





SUBSCRIPTION AGREEMENT AND QUESTIONNAIRE


 


Vintage Rodeo GP, LLC





4705 S. Apopka Vineland Rd.





Suite 206





Orlando, Florida 32819


 


Ladies and Gentlemen:


 


Vintage Rodeo GP, LLC,
as the general partner (the “General Partner”) of Vintage Rodeo, L.P. (the “Partnership”),
agrees and has informed the undersigned (“Subscriber”) that:


 


		●	the Partnership is a Delaware limited partnership organized to invest initially in a single company
(the “Target Company”) as separately disclosed to Subscriber;



 


		●	the Partnership will operate in accordance with its Limited Partnership Agreement among the General
Partner and the Partnership’s limited partners (“Limited Partners”) substantially in the form attached
as Appendix A (as amended and in its final form, the “Partnership Agreement”) to this Subscription Agreement
and Questionnaire (this “Agreement”);



 


		●	Vintage Capital Management, LLC (the “Manager”), the General Partner’s
affiliate, serves as the investment manager of the Partnership;



 


		●	the Partnership is offering its limited partnership interests (“Interests”)
in an aggregate amount up to $540,000,000, provided that no sale of Interests will occur and the General Partner shall not call
for payments of Contribution Amounts (as defined below) until the following conditions (the “Offering Conditions”)
have been satisfied:



 


Condition
1: The execution and delivery of the Agreement and Plan of Merger (as the same may be amended, modified or restated in accordance
with the terms thereof, the “Merger Agreement”), in substantially the form previously provided to Subscriber,
by and among Vintage Rodeo Parent, LLC, a Delaware limited liability company (“Parent”), Vintage Rodeo
Acquisition, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and
the Target Company;


 


Condition
2: The General Partner has accepted aggregate subscriptions payable in cash for at least $440,000,000 of Interests by the termination
date specified in the Merger Agreement (initially 6 months with 2 potential 3-month extensions, the “Offering Termination
Date”), provided that the minimum cash Offering amount may be reduced to the extent a lesser cash amount is required
pursuant to the Guarantee (as defined below);


 


Condition
3: The execution and delivery by the Partnership to the Target Company of the Equity Commitment Letter (as defined in the Merger
Agreement) and the execution and delivery by the General Partner to the Target Company of a limited guarantee (the “Guarantee”)
of certain of Parent’s and Merger Sub’s obligations under the Merger Agreement and the Transaction Documents (as defined
in the Merger Agreement), in form and substance acceptable to the Target Company;


 






     


     


    

 


Condition
4: The satisfaction, or waiver by Parent and Merger Sub, of all of the Offer Conditions (as defined in the Merger Agreement) contemplated
by the Merger Agreement as of the expiration of the Offer (as defined in the Merger Agreement) in accordance with its terms, and
(b) the substantially contemporaneous consummation of the acquisition of the shares of Common Stock validly tendered and not withdrawn
in accordance with the terms of the Merger Agreement, to contribute to Parent, at or prior to the Closing (as defined in the Merger
Agreement) in accordance with the terms and subject to the conditions set forth in the Guarantee; and


 


Condition
5: Prior to the Offer Acceptance Time (as defined in the Merger Agreement) and subject to the occurrence of the Offer Acceptance
Time (the “Contribution Date”), all of the holders of issued and outstanding equity interests (“Buddy’s
Interests”) of Buddy’s Newco, LLC, a Delaware limited liability company (“Buddy’s”),
shall have transferred and conveyed to the Partnership all of their Buddy’s Interests such that the Partnership shall be the sole
owner of the Buddy’s business in exchange for an aggregate of $100,000,000 of Interests (the “Buddy’s Contribution”);


 


		●	although the Offering is conditioned on a minimum amount of cash proceeds of $440,000,000, each
subscriber understands and agrees that a substantial portion of the minimum cash Offering is subject to resale, and no subscriber
may rely on sale of the minimum Offering amount as validation of their investment decision; and



 


		●	the Partnership shall use the cash proceeds of the Offering and the Buddy’s Contribution to acquire
all of the equity interest in Parent as contemplated by the Merger Agreement and the Guarantee.



 


	
        Instructions for completing
this Agreement are included in blocks where appropriate. Please follow these instructions carefully -- this Agreement must be
completed fully and accurately before a subscription to purchase Interests may be accepted. 



 


1.       Subscription.
 Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes to purchase Interests in the amount indicated
on the signature page of this Agreement (the “Contribution Amount”). Subscriber hereby tenders this Agreement
to the Partnership together with duly executed signature page to the Partnership Agreement (“Signature Page”).
Subscriber shall pay the full Contribution Amount promptly after the General Partner certifies that the Offering Conditions have
been satisfied and that the Partnership has accepted Subscriber’s subscription according to payment instructions provided
by the General Partner. Any interest earned pending the issuance of Interests or return of the Contribution Amount shall accrue
to the Partnership Capitalized terms used herein and not otherwise defined shall have the meanings provided for in the Partnership
Agreement.


 


2.       Acknowledgments
and Agreements of Subscriber. Subscriber hereby acknowledges and agrees for the benefit of the Partnership, the General Partner,
the Manager, those persons who directly or indirectly control, are under common control or are controlled by any of them, and their
respective agents, attorneys, partners, members, officers, directors and employees (collectively, “Affiliates”),
as follows:


 


(a)       The
issuance of Interests will not be registered under the federal Securities Act of 1933, as amended (“Securities Act”),
or qualified under the securities laws of any state that would require registration or qualification absent an exemption, in reliance
upon exemptions from registration and qualification contained in the Securities Act and those laws, and the Partnership’s
reliance upon such exemptions is based in part upon the undersigned’s representations, warranties and agreements contained
in this Agreement.


 






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(b)       This
subscription may be accepted or rejected in whole or in part in the absolute discretion of the General Partner of the Partnership.


 


(c)       This
subscription is and shall be irrevocable, except that Subscriber shall have no obligation hereunder in the event that this subscription
is not accepted, the Merger Agreement has not been executed and delivered by June 30, 2018, the Merger Agreement is terminated
after execution and delivery but before satisfaction of the Offering Conditions, if the Offering Conditions have not been satisfied
by the Offering Termination Date or if the offering of Interests is terminated by the General Partner for any reason.


 


(d)       The
following legend, in substance, will appear on the Signature Page which Subscriber executes to obtain his or her interest in the
Partnership and, except as separately agreed in writing, Subscriber agrees that the Partnership may refuse to permit transfer of
Interests and that Interests must continue to be held in the absence of compliance with the terms of the Partnership Agreement:


 


The offer and sale of Interests have
not been registered under the federal Securities Act of 1933, as amended (“Securities Act”), or qualified under the securities
laws of any state that would require registration or qualification absent an exemption, in reliance upon exemptions from registration
and qualification requirements contained in the Securities Act and those laws. Interests may not be sold, exchanged, or otherwise
transferred, nor will any assignee or endorsee thereof be recognized as an owner thereof by the Partnership for any purpose, unless
such transaction is registered pursuant to an effective registration statement filed under the Securities Act or counsel for the
General Partner has determined that such sale, exchange or transfer is exempt from the registration requirements of the Securities
Act and is either effectively registered or exempt from registration under applicable state securities laws. Further, Interests
may be transferred only after compliance with the provisions of the Partnership Agreement, which may require the consent of the
General Partner.


 


(e)       The
Partnership has no prior financial or operating history, although the Manager has operated similar private investment funds for
several years; Interests are a speculative investment and involve a high degree of risk of loss by Subscriber of a substantial
part of the investment in the Partnership.


 


(f)       No
federal or state agency has made any finding or determination regarding the fairness of the offering of Interests for investment,
or any recommendation or endorsement of the offering of Interests.


 


(g)       There
are substantial restrictions on the transferability of Interests and no withdrawal may be made from the Partnership. There is not
and will not be a public market for Interests.


 


(h)       The
provisions of Rule 144 under the Securities Act are not available to permit resales of Interests. It is highly unlikely that the
conditions necessary to permit routine sales of Interests under Rule 144 will ever be satisfied, and the General Partner has complete
discretion to prohibit any resale.


 


(i)       The
Partnership is under no obligation to register Interests or to comply with the conditions of Rule 144 or take any other action
necessary in order to make available any exemption for the sale of Interests without registration.


 






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(j)       The
tax effects that may be expected by the Partnership are not susceptible to absolute prediction, and new developments and rulings
of the Internal Revenue Service, audit adjustments, court decisions or legislative changes may have an adverse effect on one or
more of the tax consequences sought by the Partnership. Subscriber has consulted with Subscriber’s own legal, accounting
or other tax advisers with respect to both the potential tax risks of investment in the Partnership generally and the particular
federal, state and local tax risks and consequences to Subscriber of such investment based on Subscriber’s particular circumstances
and will rely on such consultations or their own independent assessments rather than the Partnership, the General Partner, the
Manager or any of their Affiliates.


 


(k)       None
of the following has been represented, guaranteed, or warranted to Subscriber by the Partnership, the General Partner, the Manager,
any of their Affiliates or any other person, expressly or by implication:


 


         (i)         The
percentage of profit and/or amount of or type of consideration, profit or loss (including tax write-offs and/or tax benefits) to
be realized, if any, as a result of this investment;


 


         (ii)         That
Buddy’s will ultimately result in $100,000,000 or more of value being realized by the Partnership; or


 


         (iii)         That
the past performance or experience of the Manager or any of its Affiliates or of Buddy’s or the Target Company in any way indicate
predictable results of an investment in the Interests or of the overall Partnership venture.


 


(l)       The
Partnership will be managed by the General Partner, the Manager and any other persons designated by the General Partner, and the
success of the Partnership and the return on or loss of the undersigned’s investment in the Partnership will depend on their
success in directing the Partnership’s investment strategy.


 


(m)       The
General Partner or Manager may determine in its discretion the legal counsel, investment banking firms and other advisors and the
fees payable to them by the Partnership that the Partnership will employ in pursuing their investment strategy. The General Partner
and Partnership have entered into and may enter into additional side letters or other writings (“Side Letters”)
with certain Limited Partners and their Affiliates which have the effect of establishing rights under, or altering or supplementing,
the terms of, and shall be deemed included in, any Subscription Agreement entered into with such Limited Partner and the terms
of the Partnership Agreement as applicable to such Limited Partner or its Affiliates. For example (and without limitation), such
Side Letters may limit General Partner discretion, provide for participation by a Limited Partner Affiliate in General Partner
or Partnership management determinations, waive or provide for participation in Management Fees or Carried Interest, and other
special rights such as additional information about the Partnership (including information about portfolio investments and portfolio
company operations). The parties hereto agree that any rights established, or any terms of the Partnership Agreement or of any
Subscription Agreement altered or supplemented in a Side Letter with a Limited Partner shall govern solely with respect to such
Limited Partner (but not any of such Limited Partner’s assignees or transferees unless so specified in such Side Letter)
notwithstanding any other provision of the Partnership Agreement or this Agreement.


 


(n)       Subscriber
acknowledges that distributions may be paid in kind. Subscriber agrees to take all actions reasonably required to facilitate any
distribution in kind that Subscriber may receive, and understands that any such securities may be restricted securities subject
to limitations on resale.


 






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3.     Representations
and Warranties of Subscriber. Subscriber hereby represents and warrants to and for the benefit of the Partnership, the General
Partner, the Manager and their respective Affiliates as follows:


 


(a)       The
address set forth below is Subscriber’s true and correct principal business address or principal residence, and he or it
has no present intention of becoming a resident of or changing such address to any other state or jurisdiction. If Subscriber is
an individual, he is over 21 years of age and is legally competent to execute this Agreement.


 


(b)       Subscriber
has received and carefully read and is familiar with the Partnership Agreement and this Agreement, and has consulted with Subscriber’s
own legal, tax and investment advisors as Subscriber deems appropriate. Subscriber may also have entered into a Non-Disclosure
and Non-Circumvention Agreement (an “NDA”). Subscriber understands in particular the method of calculating
the Partnership profits allocable to the General Partner, that a disproportionate share of Partnership profits and distributions
may be allocated to the General Partner as a result of the Carried Interest, that those arrangements may give the General Partner
and Manager an incentive to make investments that are more speculative and riskier, and the representations, warranties and agreements
which Subscriber makes by signing the Partnership Agreement, this Agreement and the NDA.


 


(c)       Subscriber
understands that the Partnership, General Partner, Manager and their Affiliates are relying on publicly available Target Company
information and other information provided to them, but that none of them can warrant the accuracy or completeness of such information.


 


(d)       Subscriber
and Subscriber’s advisers have been given the opportunity to ask questions of, and receive answers from, the Partnership
concerning the terms and conditions of the offering and to obtain such information regarding Buddy’s and its valuation, the Target
Company and the Partnership as they have considered necessary and appropriate to evaluate their investment in the Partnership and
to verify the accuracy of all information regarding the Target Company and the Partnership otherwise provided to them. Subscriber
confirms that all documents, records and books pertaining to Subscriber’s investment in the Partnership and requested by
Subscriber or Subscriber’s advisers have been made available or provided.


 


(e)       Subscriber
has at no time been solicited with respect to investment in the Partnership by a public promotional meeting, newspaper, magazine,
radio or television article or advertisement, or other form of general solicitation or general advertising.


 


(f)       Except
as separately agreed, Subscriber is purchasing an Interest for Subscriber’s own account, with Subscriber’s own funds
and with the intention of holding its Interest for investment. Subscriber has no present intention of dividing or allowing others
to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of Interests
or any beneficial interest therein.


 


(g)       Subscriber’s
overall commitment to investments which are not readily marketable is not disproportionate to Subscriber’s net worth, and
Subscriber’s investment in the Partnership will not cause such overall commitment to become excessive.


 


(h)       Subscriber,
if an individual, has adequate means of providing for his or her current needs and possible personal and family contingencies and
has no need for liquidity in this investment in the Partnership. Subscriber is financially able to bear the economic risk of this
investment, including the ability to afford holding its Interest for an extended period that may extend several years and to afford
a substantial or complete loss of this investment.


 


(i)       If
Subscriber has appointed a purchaser representative, such purchaser representative has advised Subscriber regarding the merits
and risks of an investment in the Partnership in general and the suitability of the investment for Subscriber in particular. Such
purchaser representative has disclosed to Subscriber in writing any relationship between such purchaser representative or its Affiliates
and the Partnership or its Affiliates and any compensation received or to be received as a result of such relationship.


 






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(j)       Subscriber
personally, or together with Subscriber’s duly appointed and qualified purchaser representative, has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of investment in the Partnership and to protect
Subscriber’s interests in connection with investment in the Partnership.


 


(k)       Subscriber,
or Subscriber’s duly appointed and qualified purchaser representative, has evaluated the risks of investing directly in the
Partnership and indirectly in the Target Company, including all publicly available Target Company information. Subscriber understands
that an investment in the Partnership involves risks and conflicts of interest on the part of the Partnership, the General Partner,
the Manager and their Affiliates who have other competing business interests and time commitments and has taken full cognizance
of and understands such risks and conflicts of interest.


 


(l)       Subscriber
is not relying on the Partnership, the General Partner, the Manager or any of their Affiliates or agents with respect to the legal,
tax and other economic considerations involved in this investment. Subscriber has sole responsibility for determining whether the
Partnership is an appropriate investment and the amount of Subscriber’s assets to allocate to its Partnership investment;
none of the General Partner, the Manager or any of their Affiliates has any responsibility in that regard.


 


(m)       Subscriber
understands and agrees that legal counsel for the General Partner, the Manager and their Affiliates has not and will not serve
as counsel for or represent the interests of the Limited Partners or the Partnership in connection with the organization or business
of the Partnership or any offering of Interests, and that such counsel disclaims any fiduciary or attorney-client relationship
with the Limited Partners. The Partnership’s Limited Partners and the Partnership itself have not been represented by separate
counsel and the Partnership will not have separate counsel as regards any matter subject to a conflict of interest between the
Limited Partners or the Partnership and the General Partner, the Manager or their Affiliates in the future. Prospective Limited
Partners should obtain the advice of their own counsel regarding all Partnership legal matters.


 


(n)       Subscriber
understands and agrees that the attorneys, accountants and other persons who perform services for the Partnership often also perform
services for the General Partner, the Manager and their Affiliates, and none of them represent or perform services for the Partnership’s
Limited Partners individually. None of the attorneys, accountants and other persons who perform services for the Partnership, the
General Partner, the Manager or their Affiliates have: (i) evaluated or endorsed in any way valuations or the investment objectives
or strategies to be employed in management of the Partnership; (ii) undertaken to monitor or report on the adherence by the Partnership
to the investment objectives or strategies; (iii) served as sponsors or promoters of the Partnership; (iv) confirmed the accuracy
or adequacy of the information provided to Subscriber; or (iv) evaluated or endorsed the merits of investment in the Partnership.


 


(o)       Subscriber
(or the owner of a subscribing self-directed retirement account) is an “accredited investor” because the
person or entity:


 


	
        Please initial each of items
A. through N. below that applies: 






 





	A.	____	is an individual who at the time of investment has a net worth including assets held jointly with Subscriber’s spouse, but excluding the value of Subscriber’s primary residence, of not less than $1,000,000.


 


	B.	____	is an individual who had individual income (exclusive of any income attributable to his or her spouse) of more than $200,000 in each of the past two years, or joint income with his or her spouse of more than $300,000 in each of those years, and reasonably expects to reach the same income level in the current year.


 






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	C.	____	is a bank as defined in Section 3(a)(2) of the Securities Act of 1933, acting in its individual or fiduciary capacity.



 

	D.	____	is a savings and loan association as defined in Section 3(a)(5)(A) of the Securities Act of 1933, acting in its individual or fiduciary capacity.


 


	E.	____	is an insurance company as defined in Section 2(a)(13) of the Securities Act of 1933.


 


	F.	____	is an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).


 


	G.	____	is a business development company as defined in Section 2(a)(48) of the 1940 Act.


 


	H.	____	is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.


 


	I.	____	is an employee benefit plan within the meaning of Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and one of the following applies [check one]: (a) ______ the investment decision is being made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, insurance company or registered investment advisor, or (b) ______ Subscriber has total assets in excess of $5,000,000, or (c) ______ if a self-directed plan, Subscriber’s investment decisions are made solely by accredited investors.


 


	J.	____	is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 or a broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.


 


	K.	____	is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000.


 


	L.	_BR_	(a) has total assets in excess of $5,000,000, and (b) was not formed for the specific purpose of acquiring an Interest, and (c) is one of [check one]: ______ a charitable organization (“Foundation”) described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), or __BR__ a corporation, or ______ a Massachusetts or similar business trust, or ______ a partnership or limited liability company.


 


	M.	____	(a) is a trust with total assets in excess of $5,000,000, and (b) was not formed for the specific purpose of acquiring an Interest, and (c) Subscriber’s purchases are directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of investment in the Partnership.


 


	N.	____	if a corporation, partnership, business trust or limited liability company, each owner of an equity interest is an accredited investor under one of the alternatives A. through M. listed above in this Section 3(o).







 


In addition, check any of the following
which applies to Subscriber:


 






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		_____	Subscriber is an individual that is a United States person (or a trust of such a person)



 


		_____	Subscriber is a private fund (an entity that would be an investment company under the 1940 Act
but for the exclusions from investment company status in Section 3(c)(1) or 3(c)(7) thereof)



 


		_____	Subscriber is a state or municipal government entity (other than a governmental pension plan)



 


(p)       If
Subscriber is a corporation, general or limited partnership, business trust or limited liability company:


 


(i)       Subscriber
was not formed for the purpose of investing in an Interest, Interests constitutes less than forty percent of Subscriber’s
assets, and Subscriber has or will have other substantial business or investments;


 


(ii)       The
person signing on behalf of Subscriber below certifies that Subscriber has full power and authority to enter into and perform its
obligations under this Agreement, and that such person’s execution and delivery of this Agreement on behalf of Subscriber
has been duly authorized; and


 


(iii)        Subscriber
is not an entity where the stockholders, partners, members or other beneficial owners of the undersigned have individual discretion
as to their participation or non-participation in particular investments made by the undersigned, and one or more of such stockholders,
partners, members or other beneficial owners have contributed or will contribute capital to the undersigned for the purpose of
the undersigned’s purchase of an Interest.


 


(q)       Anti-Money
Laundering Representations:


 


(i)       Subscriber
hereby acknowledges that the Partnership seeks to comply with all applicable laws and regulations concerning money laundering and
related activities. Subscriber represents that, to the best of its knowledge, the amounts it contributes to the Partnership are
not and will not be directly or indirectly derived from activities that may contravene federal, state or international laws and
regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by the
U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) prohibit, among other things,
the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals
(the lists of OFAC prohibited countries, territories, persons and entities can be found at www.treas.gov/ofac). In addition, the
programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals or entities in certain
countries regardless of whether such individuals or entities appear on the OFAC lists.


 


(ii)       Subscriber
hereby represents and warrants that none of (i) Subscriber, (ii) any person controlling or controlled by Subscriber, (iii) if Subscriber
is a privately held entity (including a corporation, limited liability company, trust or partnership), to the best of Subscriber
knowledge after conducting customary due diligence, any person having a beneficial interest in Subscriber, or (iv) to the best
of Subscriber’s knowledge after conducting due diligence, any person for whom Subscriber is acting as agent or nominee in
connection with this investment, is (x) a country, territory, individual or entity named on an OFAC list, or is a person or entity
prohibited under the OFAC Programs or (y) is a senior foreign political figure,1 any immediate
family member2 or close associate3 of a senior foreign political figure as such
terms are defined in the footnotes below.


 





 



(1)
A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative,
military or judicial branches of a non-U.S. government (whether elected or not), a senior official of a major non-U.S. political
party, or a senior executive of a non-U.S. government-owned corporation. In addition, a “senior foreign political figure”
includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political
figure.


 


(2) “Immediate
family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children
and in-laws.


 


(3) A “close associate”
of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with
the senior foreign political figure, and includes a person who is in a position to conduct substantial U.S. and non-U.S. financial
transactions on behalf of the senior foreign political figure.







 






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(iii)       If
Subscriber is a non-U.S. banking institution (a “Foreign Bank”) or if Subscriber receives deposits from,
makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, Subscriber represents and warrants
to the Partnership that (i) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which
the Foreign Bank is authorized to conduct banking activities, (ii) the Foreign Bank employs one or more individuals on a full-time
basis, (iii) the Foreign Bank maintains operating records related to its banking activities, (iv) the Foreign Bank is subject to
inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (v) the Foreign Bank does
not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a
regulated affiliate.


 


(iv)       Subscriber
acknowledges that if any of the foregoing representations, warranties or covenants ceases to be true or if the General Partner
no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary,
the General Partner may be required to freeze Subscriber’s investment in the Interest, either by prohibiting additional investments,
declining or suspending distributions and/or segregating the assets constituting the investment in accordance with applicable regulations,
or Subscriber’s investment may immediately be involuntarily distributed by the Partnership. In the event that the Partnership
is required to take any of the foregoing actions, the Limited Partner understands and agrees that it shall have no claim against
the Partnership or the General Partner, the Manager or any of their respective Affiliates, for any form of damages as a result
of any of the aforementioned actions.


 


(v)       Subscriber
understands and agrees that any distribution proceeds paid to it will be paid to the same account from which Subscriber’s
investment in the Partnership was originally remitted, unless the General Partner, in its absolute discretion, agrees otherwise.


 


(vi)       Subscriber
understands that the Partnership, the General Partner or the Manager may release confidential information about Subscriber and,
if applicable, any underlying beneficial owners, to proper authorities if required by law or if the General Partner or Manager,
in its absolute discretion, determines that it is in the best interests of the Partnership in light of relevant rules and regulations
under the laws set forth above.


 


(vii)       If
Subscriber is a financial institution (as defined under the Anti-Money Laundering Act), Subscriber represents that it has an appropriate
anti-money laundering program that complies with all applicable laws, rules and regulations and has obtained appropriate background
information regarding all of the officers, managers, directors, trustees and beneficial owners of Subscriber.


 






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(r)       Subscriber
(or the owner of a subscribing self-directed retirement account) is a “qualified purchaser” within the
meaning of Section 2(a)(51) of the 1940 Act because as of the date of admission to the Partnership Subscriber or the owner of the
subscribing self-directed retirement account is:


 





	A.	____	Individual. An individual who owns not less than $5,000,000 in “Investments” (see Appendix B attached).



 






	
        Please initial each of items
A. through J. below that applies: 



 





	B.	____	IRA or Self-Directed Pension Plan. An IRA or a self-directed pension plan and the individual who established the IRA or the individual responsible for directing the investment of assets in the Partnership is an individual who owns not less than $5,000,000 in Investments.



 

	C.	____	Family Company or Foundation. A corporation, partnership, trust or Foundation that (x) was not formed for the specific purpose of acquiring an interest in the Partnership, (y) owns not less than $5,000,000 in Investments, and (z) is owned directly or indirectly by or for (or a Foundation that received its contributions from) two or more natural persons who are related as siblings or spouses (including former spouses), or direct lineal descendants by birth or adoption, spouses or estates of such persons, or foundations or trusts established by or for the benefit of such persons.


 


	D.	____	Trust or Foundation. A trust or Foundation that (x) was not formed for the purpose of acquiring an interest in the Partnership and (y) as to which the trustee or other person authorized to make investment decisions with respect to the trust or Foundation, and each settlor or other person who has contributed assets to the trust or Foundation, is a qualified purchaser.


 


	E.	____	Employee Benefit Plan. An employee benefit plan that (x) owns not less than $25,000,000 in Investments and (y) does not permit its participants to decide whether and how much to invest in particular investment alternatives.


 


	F.	____	Private Investment Partnership. A corporation, partnership or trust (an “entity”) that (w) was not formed for the specific purpose of acquiring an interest in the Partnership, (x) would be an investment company under the 1940 Act but for the exclusions from investment company status in Section 3(c)(1) or 3(c)(7) thereof, (y) owns not less than $25,000,000 in Investments, and (z) in which each pre-April 30, 1996 beneficial owner of which has consented to the treatment of the entity as a qualified purchaser.


 


	G.	____	Entity Generally. An entity, other than a private investment fund or employee benefit plan, that (x) was not formed for the specific purpose of investing in the Partnership and (y) owns and invests on a discretionary basis, for its own account or for the accounts of qualified purchasers, $25,000,000 or more in Investments.


 


	H.	____	Entity Composed Entirely of Qualified Purchasers. An entity, each beneficial owner of the securities of which is a qualified purchaser.


 


	I.	_BR	Qualified Institutional Buyer. A “qualified institutional buyer” as defined in Rule 144A under the Securities Act acting for its own account, the account of another qualified institutional buyer, or the account of a qualified purchaser.


 


	J.	____	Knowledgeable Employee. An individual who is a “knowledgeable employee” as defined in Rule 3c-5 under the 1940 Act including, but not limited to, a director, executive officer, trustee, general partner, advisory board member or an employee of the General Partner who has participated in investment activities of the Partnership or a similar entity for at least 12 months.




 






    10 


     


    

 





(s)       If
Subscriber is a partnership, grantor trust, S corporation or other flow-through entity for federal tax purposes and in particular
Treasury Regulation Section 1.7704-1(h)(3) regarding publicly traded partnerships, (i) Subscriber was not organized in whole in
part for the purpose of investing in the Partnership or for the principal purpose of the allowing the Partnership to increase its
total number of beneficial owners, and (ii) at no time will the value of the direct or indirect investments in the Partnership
by Subscriber and any of its beneficial owners exceed 25% of their respective net worths.


 


(t)       If
Subscriber is a corporation, partnership, limited liability company, trust or other entity and is not itself an employee benefit
plan (an “ERISA Plan”) pursuant to Section 1003 of the U.S. Employee Retirement Income Security Act of
1974, as amended (“ERISA”), or an individual retirement account or other plan to which Section 4975 of
the Internal Revenue Code applies (a “4975 Plan” and, together with ERISA Plans, an “Included
Retirement Plan”), either (check and complete as applicable):


 


		☐	less than 25% of the value of each class of equity interests in Subscriber
(excluding from the computation the value of any equity interests of any individual or entity, other than an Included Retirement
Plan, with discretionary authority or control with respect to the assets of Subscriber) is held by Included Retirement Plans (a
“Non-Plan Asset Subscriber”); or



 


		☐	_________% (25% or more) of the value of a class of equity interests
in Subscriber (excluding from the computation the value of any equity interests of any individual or entity, other than an Included
Retirement Plan, with discretionary authority or control with respect to the assets of Subscriber) is currently held by Included
Retirement Plans (a “Plan Asset Subscriber”);



 


and Subscriber shall notify the General
Partner immediately if Subscriber was a Non-Plan Asset Subscriber and becomes a Plan Asset Subscriber (or vice versa) or if the
percentage of Included Retirement Plan ownership indicated above changes.


 


(u)       If
Subscriber is an insurance company investing the assets of its general account in the Partnership, no portion of Subscriber’s
general account constitutes assets of an Included Retirement Plan. If Subscriber is such an entity and at any time any portion
of its general account constitutes assets of an Included Retirement Plan, it shall immediately disclose to the Partnership the
amount of Included Retirement Plan assets held in its general account.


 


(v)       If
Subscriber is itself an Included Retirement Plan (check as applicable):


 


□
Subscriber is an ERISA Plan         OR         □
Subscriber is a 4975 Plan.


 


(w)       If
Subscriber is an Included Retirement Plan, none of the General Partner, the Manager, the Partnership or any of their Affiliates
(i) has exercised any discretionary authority or control with respect to the Included Retirement Plan’s investment in Interests,
(ii) has undertaken to render individualized investment advice to the Included Retirement Plan or any of its participants based
upon the Included Retirement Plan’s or any of its participant’s investment policies or strategy, overall portfolio
composition or diversification, or (iii) is a party-in-interest (as defined in ERISA Section 3(14)) or a disqualified person (as
defined in Internal Revenue Code Section 4975(e)(2)) with respect to the Included Retirement Plan.


 






    11 


     


    

 


4.       Indemnification.
Subscriber acknowledges that certain representations made in this Agreement and its NDA are made for the purposes of inducing the
Partnership and Manager to provide confidential information to Subscriber, qualifying Subscriber for investment in the Partnership,
inducing a sale of securities to Subscriber by the Partnership, and inducing the attorneys, accountants, administrator and other
persons retained by the Partnership, the General Partner, the Manager and their Affiliates to perform services with respect to
the Partnership. Subscriber represents that all such information provided herein is true and correct in all respects. Subscriber
further understands and agrees that a false representation or violation of an agreement made in this Agreement or the NDA may constitute
a violation of law, and that any person who suffers damage as a result of reliance on such a false representation or agreement
violation may have a claim against Subscriber for damages. Subscriber further acknowledges that he or she understands the meaning
and legal consequences of the acknowledgments and agreements contained in Section 2 hereof and the representations and warranties
contained in Section 3 hereof, and Subscriber hereby agrees to indemnify and hold harmless the Partnership, the General Partner,
the Manager, the Limited Partners and their respective Affiliates, the administrator, attorneys, accountants and other persons
retained to provide services to the Partnership, from and against any and all loss, damage, expense (including without limitation
attorneys’ fees) or liability due to or arising out of breach of any agreement, representation or warranty of Subscriber
contained in this Agreement or NDA or the inaccuracy of information provided by Subscriber pursuant to this Agreement.


 


5.       Reaffirmation.
Subscriber agrees that any time that Subscriber makes an additional capital contribution to the Partnership, that each representation,
warranty and agreement stated in or made pursuant to this Agreement shall be deemed to have been remade and shall be true and correct
as of the date of each such additional capital contribution. The representations and warranties in this Agreement shall survive
the termination of this Agreement. If in any respect such representations and warranties shall not be true and accurate, the undersigned
shall give written notice of such fact to the General Partner specifying which representations and warranties are not true and
accurate and the reasons therefor and shall provide the General Partner with any such further information as the General Partner
may reasonably require. The General Partner may request from Subscriber from time to time such additional information as it may
deem necessary in connection with this Agreement, including, without limitation, (i) to evaluate the eligibility of Subscriber
to make an additional contribution, (ii) to determine the eligibility of Subscriber to hold an Interest, (iii) to enable it to
determine the Partnership’s compliance with applicable regulatory requirements or tax status, and (iv) to enable it to comply
with the requirements of applicable anti-money laundering rules and regulations, and Subscriber shall provide such information
as may reasonably be requested.


 


6.       Transferability.
Subscriber agrees not to transfer or assign this Agreement, or any of his or her interest herein, and further agrees that the assignment
and transferability of Interests acquired pursuant hereto shall be made only in accordance with the Partnership Agreement.


 


7.       Representations
and Warranties of the General Partner, the Partnership and the Manager.


 


(a)       The
General Partner is a limited liability company duly established and validly existing under the laws of the State of Delaware with
all requisite power and authority to enter into this Agreement and the Partnership Agreement, to carry out the provisions and conditions
hereof and thereof, and to consummate the transactions contemplated hereby and thereby.


 


(b)       The
Partnership is a limited partnership duly established and validly existing under the laws of the State of Delaware with (acting
through the General Partner) all requisite partnership power and authority to conduct its business as described in the Partnership
Agreement and to consummate the transactions contemplated hereby and under the Partnership Agreement.


 


(c)       The
Manager is a limited liability company duly established and validly existing under the laws of the State of Delaware with (acting
through its managing member) all requisite power and authority to enter into the investment management agreement (the “Investment
Management Agreement”) with the Partnership, to carry out the provisions and conditions thereof, and to consummate
the transactions contemplated thereby and by the Partnership Agreement and this Agreement.


 






    12 


     


    

 


(d)       The
execution, delivery and performance by the General Partner of the Partnership Agreement and this Agreement are within the power
and authority of each of the General Partner and the Partnership (acting through the General Partner), have been authorized by
all necessary action on behalf of the General Partner and the Partnership, and the Partnership Agreement and this Agreement are
legal, valid and binding agreements of the General Partner and the Partnership, enforceable against the General Partner and the
Partnership in accordance with their terms. The execution, delivery and performance by the Manager of the Investment Management
Agreement is within the power and authority of the Manager (acting through its managing member), has been authorized by all necessary
action on behalf of the Manager, and the Investment Management Agreement is a legal, valid and binding agreement of the Manager,
enforceable against the Manager in accordance with its terms. The Partnership Agreement and this Agreement have been duly executed
by each of the General Partner and the Partnership.


 


(e)       The
execution and delivery of the Partnership Agreement, this Agreement and the Investment Management Agreement, the consummation of
the transactions contemplated thereby and hereby and the performance of the General Partner’s and the Manager’s obligations
under the Partnership Agreement, this Agreement and the Investment Management Agreement will not:


 


(i)       result
in any violation of or default under or conflict with any provision of any agreement or instrument to which the Partnership, the
General Partner, the Manager, or their respective Affiliates or principals is a party or by which any of them are bound, or breach
of any license, permit, franchise or regulation to which the General Partner, the Manager, its principals or the Partnership are
subject;


 


(ii) violate
any statute, regulation, law, order, writ, injunction, judgment or decree to which the Partnership, the General Partner, the Manager,
or their respective Affiliates or principals are subject; or


 


(iii)       require
the consent, approval or authorization of any court or governmental authority on the part of the Partnership, the General Partner
or the Manager other than in relation to the future operation of the business of the Partnership or any tax authority in connection
with any portfolio investment of the Partnership.


 


(f)       Upon
execution and delivery to the General Partner of this Agreement by the Subscriber and acceptance thereof by the General Partner,
the Subscriber will have been duly admitted as a Limited Partner of the Partnership, entitled to all the benefits, and subject
to all the obligations, of a Limited Partner under the Partnership Agreement and the Delaware Partnership Act.


 


(g)       There
is no legal action, suit, arbitration or other legal or administrative, regulatory or other governmental investigation, inquiry
or proceeding pending or, to the General Partner’s knowledge, threatened by any court or governmental authority, including,
without limitation, the U.S. Securities and Exchange Commission or any state securities regulatory authority, against or affecting
any of the Partnership, the General Partner, the Manager, or their respective Affiliates or principals.


 


(h)       Each
of the General Partner, the Manager, and the Partnership have all licenses, consents and authorizations necessary for the performance
of their duties and exercise of their discretions under the Partnership Agreement.


 






    13 


     


    

 


(i)       None
of the Partnership, the General Partner, the Manager, or their respective Affiliates is in default (nor to the General Partner’s
knowledge has any event occurred which with notice, lapse of time or both, would constitute a default) with respect to any material
obligation, agreement or condition of the Partnership Agreement, or any material agreement, license, permit, franchise or certificate
by which it is bound or to which it is subject, nor is such Person in violation of any statute, regulation, law, order, writ, injunction,
judgment or decree to which such Person is subject, which default or violation would have a material adverse effect on the business
or financial condition of any of the aforementioned Persons or impair such Person’s ability to carry out its obligations
or business.


 


8.       Termination
of Agreement. If Subscriber’s subscription pursuant to this Agreement is not accepted by the Partnership for any reason
this Agreement shall be null and void and of no further force and effect, and no party hereto shall have any rights against any
other party hereunder or under the Partnership Agreement. This Agreement and any obligation to make further payments hereunder
shall also terminate on the earliest to occur of (a) the valid termination after its execution and delivery by all parties thereto
of the Merger Agreement in accordance with the terms thereof, (b) the date as of which Subscriber funds to the Partnership an amount
equal to the full Contribution Amount in accordance with and in full satisfaction of its obligations under the terms hereof, or
(c) circumstances arising that make the satisfaction of any Offering Condition impossible; provided, however, and it is
expressly agreed, that the indemnity and hold harmless agreement of Subscriber set forth in Section 4 hereof shall survive any
such termination of this Agreement.


 


9.       Subscription
Information.


 





	
        Please provide the following information.






 





	 	 	 	 	 
	Business	21255 Burbank Road
	Address(es)	 	 	 	 
	 	Woodland Hills, CA 91367
	 	 
	Principal Residence	 	 	 	 
	Address	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Send Mail to	____ Home	   X   	Office (Please Check One)	 
	 	 	 	 	 
	Business Telephone	(818) 884-3737	 	Home Telephone (       )                                            
	 	 	 	 	 
	E-mail Address	 	 	Date of Birth: __________________	 







 


Are there any other states in which you
____ maintain a residence, ____ pay state income taxes, ____ hold a driver’s license, ____ are registered to vote?


 





	If so, please explain: 	 






 


10.      Miscellaneous.


 


(a)       All
notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified
mail, return receipt requested, postage prepaid, to Subscriber at his or her address set forth below and to the General Partner
at the address of the Partnership.


 






    14 


     


    

 


(b)       NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF DELAWARE APPLICABLE TO CONTRACTS ENTERED INTO
AND PERFORMED EXCLUSIVELY WITHIN SAID STATE. THE PARTIES (A) HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE JURISDICTION
OF ANY STATE OR FEDERAL COURT LOCATED IN ORANGE COUNTY, FLORIDA FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING
OUT OF OR BASED UPON THIS THIS AGREEMENT, (B) AGREE NOT TO COMMENCE ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED
UPON THIS SUBSCRIPTION AGREEMENT EXCEPT IN ANY STATE OR FEDERAL COURT LOCATED IN ORANGE COUNTY, FLORIDA, AND (C) HEREBY WAIVE,
AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT
IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT
OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING
IS IMPROPER OR THAT THIS SUBSCRIPTION AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT.


 


(c)       Except
as provided in a separate agreement specifically referring to this Agreement, this Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties.


 


(d)       Notwithstanding
any of the representations, warranties, acknowledgments or agreements made herein by the undersigned, Subscriber does not hereby,
thereby or in any other manner waive any rights granted to Subscriber under Federal or state laws except as regards venue and forum
for the resolution of disputes.


 


(e)       If
any provision of this Agreement is invalid or unenforceable under any applicable law, then such provision shall be deemed inoperative
to the extent that it may conflict therewith and shall be deemed modified to conform with such applicable law. Any provision hereof
which may be held invalid or unenforceable under any applicable law shall not affect the validity or enforceability of any other
provisions hereof, and to this extent the provisions hereof, shall be severable.


 


(f)       This
Agreement (i) shall be binding upon the undersigned and the heirs, legal representatives, successors, and permitted assigns
of the undersigned and shall inure to the benefit of the Partnership and its successors and assigns, (ii) shall survive the
acceptance of the undersigned as a Limited Partner of the Partnership, and (iii) shall, if the undersigned consists of more
than one person, be the joint and several obligation of each of such person.


 


(g)       The
headings at the beginning of the sections hereof are solely for convenience of reference and are not part of this Agreement. As
used herein, each gender includes each other gender, the singular includes the plural and vice versa. All references to sections
are intended to refer to sections of this Agreement, except as otherwise indicated.


 


IN WITNESS WHEREOF,
the undersigned has executed this Subscription Agreement and Questionnaire as of the 17th day of June, 2018.


 


	
        All Subscribers must complete the following:

         



 


Proposed Contribution Amount: $315,000,000_______________________________________


 






    15 


     


    

 


	
        Subscribers that are natural persons
        sign below:

         



 


 





 






Exact Name(s) In Which Title Is To
Be Held (Please Print)


 





 



Signature(s)


 


	
        Subscribers that are entities (corporation,
        partnership, trust, etc.) complete and sign below:

         






 


B. Riley Financial,
Inc.





 






Name of Entity That Will Hold Title
(Please Print)


 





	 	Signed:	/s/ Bryant Riley
	 	 	 
	 	Name:	Bryant Riley
	 	 	(Please Print)
	 	 	 
	 	Title:	CEO	 




 





	
        All Subscribers must have their signatures
        above witnessed below:

         



 


Executed in the presence of:


 


/s/ Thomas Kelleher


 






Witness Signature


 


Thomas Kelleher





 






Printed Name


 


If Subscriber is an IRA or self-directed
pension plan, the individual who established the IRA or the individual who directed the pension plan’s investment in
the Partnership, as the case may be, (i) has signed below to indicate that he or she hereby represents, warrants and agrees for
himself or herself those representations and agreements set forth above, and (ii) has caused the custodian or trustee of Subscriber
to execute this Agreement and the Partnership Agreement.


 








	 	 	 
	 	Name	 
	 	 	 
	 	Signature	 




 






    16 


     


    




 


ACCEPTED as of the17th
day of June, 2018, on behalf of Vintage Rodeo, L.P.


 





	 	By:	Vintage Rodeo GP, LLC, General Partner
	 	 	 
	 	By:	/s/ Brian R. Kahn
	 	 	Brian R. Kahn, Manager







 




    17 


     


    

 


Vintage
Rodeo, L.P.


 


Limited Partnership Agreement





Signature Page


 


THE OFFER AND SALE OF INTERESTS HAVE NOT
BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR QUALIFIED UNDER
THE SECURITIES LAWS OF ANY STATE THAT WOULD REQUIRE REGISTRATION OR QUALIFICATION ABSENT AN EXEMPTION, IN RELIANCE UPON EXEMPTIONS
FROM REGISTRATION AND QUALIFICATION REQUIREMENTS CONTAINED IN THE SECURITIES ACT AND THOSE LAWS. INTERESTS MAY NOT BE SOLD, EXCHANGED
OR OTHERWISE TRANSFERRED, NOR WILL ANY ASSIGNEE OR ENDORSEE THEREOF BE RECOGNIZED AS AN OWNER THEREOF BY THE FUND FOR ANY PURPOSE,
UNLESS SUCH TRANSACTION IS REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT AND QUALIFIED
UNDER APPLICABLE STATE SECURITIES LAWS OR COUNSEL FOR THE MANAGER HAS DETERMINED THAT SUCH SALE, EXCHANGE OR TRANSFER IS EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IS EITHER EFFECTIVELY QUALIFIED OR EXEMPT FROM QUALIFICATION UNDER
APPLICABLE STATE SECURITIES LAWS. FURTHER, INTERESTS MAY BE TRANSFERRED ONLY AFTER COMPLIANCE WITH THE PROVISIONS OF THE PARTNERSHIP
AGREEMENT, WHICH REQUIRES THE CONSENT OF THE MANAGER.


 


The undersigned hereby
executes and delivers as of the date indicated below the Limited Partnership Agreement of Vintage Rodeo, L.P. as effective May
23, 2018, and agrees to contribute to the Partnership the amount indicated subject to the terms and conditions set forth in the
Subscription Agreement.


 





	 	 	If signing for an entity investor:
	$315,000,000	 	 	 	 
	(Aggregate Contribution Amount)	 	 	 
	 	 	Name:	B. Riley Financial, Inc.




 





	Date: June 17, 2018	 	 	 
	 	 	By: 	/s/ Bryant Riley




 





	Attest:	 	 	Title:	CEO
	(if entity is corporation)	 	 	 
	 	 	If signing as an individual investor:
	Executed in the presence of:	 	 	 









 





	 	 	Name(s):	 
	/s/ Thomas Kelleher	 	 	 
	Witness Signature	 	 	 
	 	 	Signed:	 
	Thomas Kelleher	 	 	 
	Printed Name	 	 	 
	 	 	Signed:	 
	 	 	 	(if jointly held)




 






     


     


    

 


APPENDIX A


 


LIMITED PARTNERSHIP AGREEMENT


 


OF


 


VINTAGE RODEO, L.P.


 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 	 
	ARTICLE I: GENERAL PROVISIONS	1	 
	 	 	 	 
	1.1	Formation	1	 
	 	 	 	 
	1.2	Name	1	 
	 	 	 	 
	1.3	Purpose	1	 
	 	 	 	 
	1.4	Place of Business	1	 
	 	 	 	 
	ARTICLE II: DEFINITIONS; DETERMINATIONS	1	 
	 	 	 	 
	2.1	Definitions	1	 
	 	 	 	 
	2.2	Determinations	6	 
	 	 	 	 
	ARTICLE III: CAPITAL CONTRIBUTIONS;
    CAPITAL ACCOUNT ALLOCATIONS	6	 
	 	 	 	 
	3.1	Capital Contributions	6	 
	 	 	 	 
	3.2	Capital Account Allocations	6	 
	 	 	 	 
	3.3	Distributions in Kind	7	 
	 	 	 	 
	ARTICLE IV: DISTRIBUTIONS	8	 
	 	 	 	 
	4.1	Distribution Policy	8	 
	 	 	 	 
	4.2	Omitted	8	 
	 	 	 	 
	4.3	Distributions and Return of Capital	8	 
	 	 	 	 
	ARTICLE V: INVESTMENT MANAGER; REIMBURSABLE
    EXPENSES	9	 
	 	 	 	 
	5.1	Investment Manager	9	 




 






     


     


    

 





	5.2	Management Fee	9	 
	 	 	 	 
	5.3	Reimbursable Expenses	9	 
	 	 	 	 
	5.3	Reimbursable Expenses	9	 
	 	 	 	 
	5.3	Reimbursable Expenses	9	 
	 	 	 	 
	ARTICLE VI: GENERAL PARTNER	10	 
	 	 	 	 
	6.1	Management Authority	10	 
	 	 	 	 
	6.2	Limitations on Indebtedness and Guarantees	10	 
	 	 	 	 
	6.4	UBTI	10	 
	 	 	 	 
	6.5	Plan Asset Regulations	10	 
	 	 	 	 
	6.6	Ordinary Operating Expenses	10	 
	 	 	 	 
	6.7	Transfer, Withdrawal or Loans	10	 
	 	 	 	 
	6.8	Exculpation and Indemnification	11	 
	 	 	 	 
	6.9	Formation of New Fund or Business Endeavor	12	 
	 	 	 	 
	6.10	General Partner Time and Attention	12	 
	 	 	 	 
	ARTICLE VII: LIMITED PARTNERS	12	 
	 	 	 	 
	7.1	Limited Liability	12	 
	 	 	 	 
	7.2	No Participation in Management	12	 
	 	 	 	 
	7.3	Transfer of Limited Partner Interests	12	 
	 	 	 	 
	7.4	No Withdrawal or Loans	14	 
	 	 	 	 
	7.5	No Termination	14	 
	 	 	 	 
	7.6	Additional Limited Partners: Increased Capital
    Contributions	14	 
	 	 	 	 
	7.7	Omitted	14	 
	 	 	 	 
	7.8	Indemnification and Reimbursement for Payments
    on Behalf of a Partner	14	 







 






     


     


    

 





	7.9	Omitted	15	 
	 	 	 	 
	7.10	§754 Election	15	 
	 	 	 	 
	ARTICLE VIII: ADDITIONAL PERMITTED
    TRANSFERS AND RIGHTS	15	 
	ARTICLE IX: DURATION AND TERMINATION	22	 
	 	 	 	 
	9.1	Duration	22	 
	 	 	 	 
	9.2	Omitted	22	 
	 	 	 	 
	9.3	Early Termination of the Partnership	22	 
	 	 	 	 
	9.4	Liquidation of the Partnership	22	 
	 	 	 	 
	ARTICLE X: VALUATION OF ASSETS	24	 
	 	 	 	 
	10.1	Normal Valuation	24	 
	 	 	 	 
	10.2	Omitted	24	 
	 	 	 	 
	ARTICLE XI: BOOKS OF ACCOUNTS; MEETINGS	24	 
	 	 	 	 
	11.1	Books	24	 
	 	 	 	 
	11.2	Fiscal Year	24	 
	 	 	 	 
	11.3	Reports	24	 
	 	 	 	 
	11.4	Omitted	25	 
	 	 	 	 
	11.5	Tax Allocation	25	 
	 	 	 	 
	11.6	Partnership Representative	25	 
	 	 	 	 
	11.7	Audit Procedures	25	 
	 	 	 	 
	ARTICLE XII: CERTIFICATE OF LIMITED
    PARTNERSHIP; POWER OF ATTORNEY	 26	 
	 	 	 	 
	12.1	Certificate of Limited Partnership	26	 
	 	 	 	 
	12.2	Power of Attorney	26	 







 






     


     


    

 





	ARTICLE XIII: MISCELLANEOUS	27	 
	 	 	 	 
	13.1	Amendments	27	 
	 	 	 	 
	13.2	Successors	27	 
	 	 	 	 
	13.3	Governing Law: Severability	27	 
	 	 	 	 
	13.4	Notices	27	 
	 	 	 	 
	13.5	Legal Counsel	27	 
	 	 	 	 
	13.6	Entire Agreement	28	 
	 	 	 	 
	13.7	Miscellaneous	28	 
	 	 	 	 
	13.8	No Third Party Beneficiaries	28	 




 






     


     


    

 







LIMITED PARTNERSHIP AGREEMENT 


OF 


VINTAGE RODEO, L.P.


 


THIS LIMITED PARTNERSHIP
AGREEMENT (this “Agreement”) of Vintage Rodeo, L.P. (the “Partnership”) is
made as of May 23, 2018 by and between Vintage Rodeo GP, LLC, a Delaware limited liability company (the “General Partner”),
and the limited partners admitted to Partnership pursuant to the terms hereof (the “Limited Partners”).
The General Partner and the Limited Partners are collectively referred to herein as the “Partners”.


 


The parties hereto
agree as follows:


 


ARTICLE I 


GENERAL PROVISIONS


 


1.1       Formation.
The General Partner has formed Vintage Rodeo, L.P. as a limited partnership pursuant to and in accordance with the Delaware Revised
Uniform Limited Partnership Act (the “Delaware Partnership Act”). The term of the Partnership commenced
upon the filing of the Certificate of Limited Partnership with the Secretary of State of Delaware on May 2, 2018 (the date of “formation”
of the Partnership) and shall continue until dissolution and termination of the Partnership in accordance with the provisions of
Article IX hereof (the “Term”).


 


1.2       Name.
The name of the Partnership is “Vintage Rodeo, L.P.” or such other name or names as the General Partner may designate
from time to time. The General Partner shall promptly notify each Limited Partner in writing of any change in the Partnership’s
name.


 


1.3       Purpose.
The Partnership is organized for the principal purposes of (i) investing in a single portfolio company (the “Company”)
as separately disclosed, (ii) managing and supervising such investments, and (iii) engaging in such other activities incidental
or ancillary thereto as the General Partner deems necessary or advisable.


 


1.4       Place
of Business. The Partnership shall maintain an office and principal place of business in the State of Florida, or at such
other place or places within the United States as the General Partner may from time to time designate.


 


ARTICLE II 


DEFINITIONS; DETERMINATIONS


 


2.1       Definitions.
Capitalized terms used in this Agreement shall have the meanings set forth below or as otherwise specified herein:


 


“Additional
Closing” means a closing at which the Partnership accepts additional Limited Partners or additional Capital Contributions
from an existing Limited Partner pursuant to Section 7.6.


 


“Additional
Closing Date” means the date the Partnership accepts additional Limited Partners or accepts increased Capital Contributions
from any Limited Partner pursuant to Section 7.6.


 


“Affiliate”
means, when used with reference to a specified Person, (i) any Person that directly or indirectly controls, is controlled by, or
is under common control with, such specified Person and (ii) an officer, director, shareholder, or partner of such specified Person.
As used in the definition of “Affiliate”, the term “control” means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities,
by contract or otherwise. As regards the General Partner and Investment Manager, the term Affiliate shall include without limitation
their respective managers and controlling members.


 






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“Agreement”
has the meaning set forth in the introductory paragraph.


 


“Base Rate”
means, on any date, a variable rate per annum equal to the rate of interest most recently published by The Wall Street Journal
as the “prime rate” at large U.S. money center banks.


 


“Basis”
with respect to any security means the Cost Basis thereof, reduced by the amount of any deficiency determined pursuant to the definition
of “Realized Investment Loss.”


 


“Capital
Account” has the meaning set forth in Section 3.2.


 


“Capital
Contribution” with respect to each Partner means the amount of cash contributed as capital to the Partnership by
such Partner as specified in their respective subscription agreement, as the same may be modified from time to time under the terms
of this Agreement.


 


“Carried
Interest” means the General Partner’s 20% interest in the Partnership’s Net Profits, Net Losses and distributions
allocated to the General Partner pursuant to Sections 3.2(c)(ii)(B), 3.2(d)(i)(B) and 4.3(b).


 


“Cause
Event” has the meaning set forth in Section 9.3.


 


“Certificate”
has the meaning set forth in Section 12.1.


 


“Closing
Date” means the Initial Closing Date or an Additional Closing Date.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


“Company”
means that certain company, as separately disclosed to each Limited Partner, in which the Partnership will acquire 100% of the
direct and indirect equity interests.


 


“Cost Basis”
with respect to any security means the basis thereof as determined in accordance with the Code.


 


“Current
Income” means all interest and dividend income (including original issue discount and payment in kind income) from
securities held by the Partnership.


 


“Delaware
Partnership Act” has the meaning set forth in Section 1.1.


 


“Disinterested
Limited Partners” means all Limited Partners other than a GP Person.


 


“Disinterested Limited Partner
Interests” means the interests of the Disinterested Limited Partners in the profits and losses of the Partnership
and the right to receive distributions of Partnership assets, and specifically excluding the corresponding interests any GP Person.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, the related provisions of the Code, and the respective rules and regulations
promulgated thereunder, in each case as amended from time to time, and judicial rulings and interpretations thereof.


 


“ERISA
Partner” means any Limited Partner which is (i) an employee benefit plan which is subject to the provisions of Part
4 of Subtitle B of Title I of ERISA, or (ii) an individual retirement account or annuity described in Section 408(a) or (b) of
the Code and any entity the assets of which are deemed to include the assets of one or more such employee benefit plans, individual
retirement accounts or-annuities, or a. nominee for, or a trust established pursuant to, one or more such employee benefit plans;
individual retirement accounts or annuities, or a “governmental plan” within the meaning of Section 3(32) of ERISA.


 






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“Excepted
Limited Partner” means any Limited Partner that at the time of its admission as a Limited Partner of the Partnership
is an employee of, or advisor or consultant to, the General Partner or the Investment Manager, or a family investment or charitable
vehicle for any of the foregoing, or entity owned solely by any one or group of the foregoing and that is recorded as such in the
books and records of the Partnership.


 


“Fair Value
Capital Account” means, with respect to each Limited Partner, such Limited Partner’s Capital Account computed
in accordance with Section 3.2, but treating each security owned by the Partnership as if, on the date as of which such computation
is being made, such security had been sold at its “value” (determined in accordance with Article X) and any resulting
gain or loss had been allocated to the Partners’ Capital Accounts in accordance with Section 3.2.


 


The date of “formation”
of the Partnership has the meaning set forth in Section 1.1.


 


“Freely
Tradable Securities” has the meaning set forth in Section 4.1(a).


 


“General
Partner” means Vintage Rodeo GP, LLC, a Delaware limited liability company, the members of which are the Principals,
in its capacity as general partner of the Partnership, and any successor general partner of the Partnership.


 


“GP Person”
means any of the General Partner, Investment Manager, GP Members, Principals, Excepted Limited Partners, any of their respective
Affiliates, or any investment vehicle or entity owned or controlled by one or more of the foregoing. 


 


“GP Clawback”
has the meaning set forth in Section 9.4(c).


 


“GP LLC
Agreement” means the Vintage Rodeo GP, LLC Limited Liability Company Agreement dated May 2, 2018.


 


“GP Members”
means Brian R. Kahn and Andrew M. Laurence, or one or more members admitted as such pursuant to the terms of the GP LLC Agreement.


 


“Indemnifying
Partner” has the meaning set forth in Section 7.8(a).


 


“Initial
Closing Date” means a date specified by the General Partner after acceptance of subscriptions for not less than $540,000,000
of Limited Partners Interests not later than termination of the Agreement and Plan of Merger (the “Merger Agreement”)
to be entered into by and among Vintage Rodeo Parent, LLC, a Delaware limited liability company, Vintage Rodeo Acquisition, Inc.,
a Delaware corporation and a wholly owned Subsidiary of Parent, and the Company.


 


“Investment
Manager” means Vintage Capital Management, LLC, a Delaware limited liability company affiliated with the General
Partner, or any other party (which shall be the General Partner, one or more of the Principals, or any other entity which is controlled
by the General Partner) selected by the General Partner to act as agent of the Partnership with respect to managing the affairs
of the Partnership.


 


“Investment
Management Agreement” has the meaning set forth in Section 5.1.


 


“Limited
Partner Contributions” means the aggregate Capital Contributions of Limited Partners, and specifically excluding
any Capital Contribution of a GP Person.


 


“Limited
Partner Interests” means the interests of the Limited Partners in the profits and losses of the Partnership and the
right to receive distributions of Partnership assets, and specifically excluding the corresponding interests of the General Partner.


 






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“Limited
Partners” means the persons admitted to the Partnership and listed in the books and records of the Partnership as
limited partners in their capacity as limited partners of the Partnership and each person who is admitted to the Partnership as
a substitute Limited Partner pursuant to Section 7.3(b) or as an Additional Limited Partner, so long as such person continues to
be a limited partner hereunder.


 


“Management
Fee” has the meaning set forth in Section 5.2(a).


 


“Net Loss”
for any period means the excess if any, of all the Partnership’s Realized Investment Losses, unrealized losses and
Partnership Expenses for such period over all of the Partnership’s Current Income, Realized Investment Gains and unrealized
gains for such period.


 


“Net Profit”
for any period means the excess, if any, of all of the Partnership’s Current Income, Realized Investment Gains and
unrealized gains for such period over all of the Partnership’s Realized Investment Losses, unrealized losses and Partnership
Expenses for such period.


 


“Organizational
Expenses” means, without limitation, all expenses, costs and liabilities incurred in connection with (i) the offering
and sale of the interests in the Partnership (excluding placement agent costs and placement agent fees), (ii) the organization
of the Partnership, the General Partner and subsidiaries of the Partnership, (iii) the negotiation, execution and delivery of this
Agreement, the Investment Management Agreement and any related or similar documents, including, without limitation, any related
legal, accounting, consulting, filing, travel, marketing, printing, office set-up and supplies, start-up costs and other out-of-pocket
expenses incurred in connection with the organization and funding of the Partnership, but not including fees and expenses of placement
and sales agents and (iv) any corresponding expenses set forth in (i)-(iii) above relating to any Parallel Vehicle.


 


“Parallel
Vehicle” has the meaning set forth in Section 3.1.


 


“Partners”
has the meaning set forth in the introductory paragraph.


 


“Partnership”
has the meaning set forth in the introductory paragraph.


 


“Partnership
Expenses” means all costs and expenses relating to the organization of the Partnership and General Partner and the
Partnership’s activities, investments and business (to the extent not borne or reimbursed by the Company or any other entity
not affiliated with the General Partner or the Investment Manager), including, without limitation, all expenses, costs and liabilities
incurred in connection with (i) the offering and sale of the interests in the Partnership (excluding placement agent costs and
placement agent fees), (ii) the organization of the Partnership and the General Partner, (iii) the negotiation, execution and delivery
of this Agreement, the Investment Management Agreement and any related or similar documents, including, without limitation, any
related legal, accounting, consulting, filing, travel, marketing, printing, office set-up and supplies, start-up costs and other
out-of-pocket expenses incurred in connection with the organization and funding of the Partnership, but not including fees and
expenses of placement and sales agents, (iv) all costs and expenses attributable to acquiring, holding and disposing of the Partnership’s
investments and related regulatory compliance (including, without limitation, interest on money borrowed by the Partnership or
the General Partner or the Investment Manager on behalf of the Partnership, investment adviser registration expenses incurred by
the Investment Manager and brokerage, finders’, custodial and other fees), (v) legal, accounting, auditing, consulting and
other fees and expenses (including, without limitation, expenses associated with the preparation of Partnership financial statements,
tax returns and Schedule K-1s), (vi) costs, expenses and liabilities of the Partnership (including, without limitation, litigation
and indemnification costs and expenses, judgments and settlements), (vii) all out-of-pocket fees and expenses incurred by the Partnership,
the General Partner, the Investment Manager or the General Partner’s or Investment Manager’s respective managing members
or general partners, as the case may be, officers and employees (without duplication) relating to investment and disposition opportunities
for the Partnership not consummated and arising as a result of the Partnership being an Investment Manager client (including, without
limitation, legal, accounting, auditing, consulting, regulatory compliance and other fees and expenses, financing commitment fees,
real estate title and appraisal costs, and printing), (viii) the Management Fee, and (ix) any taxes, fees and other governmental
charges levied against the Partnership, but not including (A) Organizational Expenses and (B) ordinary overhead and administrative
expenses which are payable by the General Partner or the Investment Manager pursuant to Section 6.6. Notwithstanding anything herein
to the contrary, no expenses incurred by the General Partner or the Investment Manager shall constitute Partnership Expenses to
the extent the General Partner or the Investment Manager has received reimbursement of such amount from the Company or any other
entity not affiliated with the General Partner or the Investment Manager.


 






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“Partnership
Legal Matters” has the meaning set forth in Section 13.5.


 


“Partnership
Representative” has the meaning set forth in Section 11.6.


 


“Person”
means an individual, corporation, partnership, joint venture, trust, unincorporated organization, association or any other legal
entity.


 


“Plan Asset
Regulations” means the U.S. Department of Labor plan asset regulations, 29 C.F.R. §2510.3-101.


 


“Principals”
means Brian R. Kahn and Andrew M. Laurence.


 


“Realized
Investment Gain” means the sum of (i) the excess, if any, of the proceeds from the sale of securities over
the Basis of such securities and (ii) the excess, if any, of the value (as determined pursuant to Article X) of any securities
distributed to the Partners over the Basis of such securities.


 


“Realized
Investment Loss” means the sum of (i) the deficiency, if any, of the proceeds from the sale of securities
as compared to the Basis of such securities, and (ii) the deficiency, if any, of the value (as determined pursuant to Article
X) of any securities distributed to the Partners as compared to the Basis of such securities.


 


“Tax Distributions”
means any distributions made to the General Partner for the payment of taxes, if any, incurred in a fiscal year equal to anticipated
taxes with respect to the Carried Interest credited to the General Partner’s Capital Account for such fiscal year, after
reducing such Carried Interest by any Net Losses included in the Carried Interest in prior periods but not previously utilized
as an offset pursuant to this clause and which would be available to reduce the General Partner’s anticipated taxes with
respect to such fiscal year assuming that the General Partner’s only income or loss for such fiscal year and each prior fiscal
year was income or loss attributable to the Carried Interest. All calculations of anticipated taxes pursuant to this paragraph
shall assume the highest applicable marginal federal, state and local tax rates for all of the General Partner’s Principals
and former Principals, taking into account the deductibility of state and local taxes.


 


“Tax Exempt
Partner” means any Limited Partner (or any partner or member of a Limited Partner that is a flow through entity for
federal income tax purposes) which is exempt from income taxation under §501(a) of the Code.


 


“Term”
has the meaning set forth in Section 1.1.


 


“Transfer”
has the meaning set forth in Section 6.7.


 


“UBTI”
means unrelated business taxable income, which means items of gross income taken into account for purposes of calculating unrelated
business taxable income as defined in §512 and §514 of the Code.


 


“UBTI Investment”
means any proposed investment in the Company that is reasonably likely to generate a material amount of UBTI from a distributive
share of income allocable to the Partnership or from a disposition of such investment.


 


“VCOC”
means “Venture Capital Operating Company” as such term is defined in the Plan Asset Regulations.


 






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2.2       Determinations.
Except as otherwise provided herein, any determination to be made by the Limited Partners under this Agreement or the Delaware
Partnership Act based upon a specified proportion of the Limited Partner Interests or the Limited Partner Contributions shall be
made by Disinterested Limited Partners based upon the Limited Partner Contributions of all Disinterested Limited Partners.


 


ARTICLE III 


CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNT
ALLOCATIONS


 


3.1       Capital
Contributions.


 


(a)       Initial
Capital Contributions shall be accepted only if the stated conditions of the Partnership’s offering of Limited Partner Interests
have been satisfied. Capital Contributions shall only be used (i) first to fund investments in the Company, (ii) to pay existing
(or set aside for anticipated) Partnership Expenses (including Management Fees on a semi-annual basis), and (iii) to pay and/or
reimburse the General Partner and/or the Principals for Organizational Expenses; provided that the Company may be directed to pay
or reimburse Partnership Expenses and Organizational Expenses. Each Capital Contribution to the Partnership shall be made by means
of a certified or cashier’s check or by wire transfer of immediately available funds to an account designated by the General
Partner.


 


(b)       No
additional amounts of Limited Partner Interests or other Partnership securities shall be available for subscription except as approved
by the Board of the General Partner.


 


3.2       Capital
Account Allocations. An account (a “Capital Account”) shall be established for each Partner on
the books of the Partnership, and the Partners’ Capital Accounts shall be adjusted as set forth below and otherwise maintained
in accordance with Treasury Regulation §1.704-1(b)(2)(iv).


 


(a)       A
Partner’s Capital Contribution shall be credited to its Capital Account.


 


(b)       Omitted.


 


(c)       For
any period in which the Partnership has a Net Profit, such Net Profit shall be credited to the Partners’ Capital Accounts
in the following priority:


 


(i)    
   First, the Net Profit shall be credited 100% to the Capital Accounts of all Partners pro rata according to
their respective aggregate Capital Contributions, but only to the extent that Net Losses previously have been allocated to
the Partners’ Capital Accounts pursuant to subparagraph (d)(ii) and (iii) below and not offset by allocations of Net
Profits under this subparagraph (i); and


 


(ii)       Second,
after the required amount of an allocation of such Net Profit is made pursuant to subparagraphs (i) above, the remainder of such
Net Profit shall be credited (A) 80% to the Capital Accounts of the Limited Partners pro rata according to their respective aggregate
Capital Contributions and (B) 20% to the Capital Account of the General Partner and any Excepted Limited Partners participating
in Carried Interest.


 


(d)       For
any period in which the Partnership has a Net Loss, and subject to the allocation of pre-funded Organizational Expenses, such Net
Loss shall be debited to the Partners’ Capital Accounts in the following priority:


 


(i)   
    First, the Net Loss shall be debited (A) 80% against the Capital Accounts of the Limited Partners pro
rata according to their respective aggregate Capital Contributions and (B) 20% against the Capital Account of the General
Partner and any Excepted Limited Partners participating in Carried Interest, but only to the extent that Net Profits
previously have been allocated to the Limited Partners’ Capital Accounts pursuant to paragraph (c)(ii) above and not
offset by allocations of Net Losses under this subparagraph (i);


 






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(ii)       Second,
after the required amount of an allocation of such Net Loss is made pursuant to subparagraphs (i) above, the Net Loss shall be
debited 100% against the Capital Accounts of all Partners pro rata according to their respective aggregate Capital Contributions,
but only to the extent that Net Profits previously have been allocated to the Partners’ Capital Accounts pursuant to paragraph
(c)(i) above and not offset by allocations of Net Losses under this subparagraph (ii);


 


(iii)       Third,
after the required amount of an allocation of such Net Loss is made pursuant to subparagraphs (i) and (ii) above, the remainder
of the Net Loss shall be debited 100% against the Capital Accounts of all Partners pro rata according to their respective Capital
Account balances.


 


(e)       Any
amount distributed to a Partner shall be debited against such Partner’s Capital Account.


 


The General Partner shall normally adjust
the Partners’ Capital Accounts on a monthly basis, but the General Partner may adjust the Capital Accounts more often if
a new Partner is admitted to the Partnership pursuant to Section 7.6 or if, in the General Partner’s judgment, circumstances
otherwise make it advisable to do so.


 


3.3       Distributions
in Kind.


 


(a)       If
any Company security is to be distributed in kind to the Partners as provided in Article IV, such security first shall be written
up or down to its value (as determined pursuant to Article X hereof) as of the date of such distribution. Any Realized Investment
Gain or Realized Investment Loss resulting from the application of the immediately preceding sentence (if any) shall be allocated
to the Partners’ respective Capital Accounts in accordance with Section 3.2, and the value of any distributed securities
(as determined pursuant to the immediately preceding sentence) shall be debited against the Partners’ respective Capital
Accounts upon such distribution in accordance with Section 3.2.


 


(b)       The
General Partner may elect to receive all or a portion of its share of any distribution in securities in kind and to distribute
to each other Partner all or any portion of such distribution in the form of net proceeds from a disposition of such securities
that otherwise would have been distributed to such Partner in kind. In addition, in connection with any distribution of Company
securities in kind, the General Partner may, in its absolute discretion, offer each Partner the right to receive at his, her or
its election all or any portion of such distribution in the form of the net proceeds from a disposition of such securities that
otherwise would have been distributed to such Partner in kind; provided, that the distribution to any or all of the Limited
Partners of the net proceeds of Company securities that otherwise could have been distributed to such Partners in kind, whether
at the election of such Limited Partners or otherwise, shall not affect the right of the General Partner to receive its portion
of such distribution in kind. Any gain or loss recognized by the Partnership upon the disposition of such securities and any expenses
(including, without limitation, commissions and underwriting costs) of such disposition shall be allocated equitably among only
those Partners receiving proceeds instead of securities in kind, and any Realized Investment Gain or Realized Investment Loss created
by the distribution in kind shall be allocated equitably among only those Partners receiving such securities in kind. Except as
set forth above, to the extent feasible, each distribution of Company securities shall be apportioned among the Partners in proportion
to their respective interests in the proposed distribution, except to the extent a disproportionate distribution of such securities
is necessary to avoid distributing fractional shares. For all purposes of this Agreement other than this Section 3.3(b), including,
without limitation, for determining the rights of the Partners to subsequent allocations of Net Profits and Net Losses and subsequent
distributions and contributions, the election of any Partner to receive proceeds pursuant to this Section 3.3(b) shall be disregarded,
and any such Partner shall be treated as if it had received a distribution of securities in kind pursuant to Section 3.3(a).


 






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ARTICLE IV 


DISTRIBUTIONS


 


4.1       Distribution
Policy.


 


(a)       The
General Partner may in its absolute discretion (but shall not be required to) make distributions of cash, property and securities
to the Partners at any time and from time to time in the manner described in this Agreement; provided, that prior to the
winding-up and liquidation of the Partnership, except for distributions made pursuant to Section 9.1, in kind distributions of
securities by the General Partner pursuant to this Article IV shall only include securities which the General Partner reasonably
believes are (i) listed or quoted on a United States national securities exchange or quoted on a United States national automated
inter-dealer quotation system, (ii) not subject to any “hold-back” or “lock-up” agreement, and (iii) eligible
for sale by the distributee (assuming that the distributee is not an affiliate of the issuer of such securities) pursuant to a
registration statement effective under the Securities Act of 1933, as amended, or pursuant to Rule 144(k) of the Securities Act
of 1933, as amended, or any similar provision then in force (“Freely Tradable Securities”). The General
Partner presently anticipates that it will distribute cash rather than securities whenever reasonably practicable.


 


(b)       The
General Partner shall distribute Current Income other than original issue discount and payment in kind income (net of Partnership
Expenses) at least quarterly; provided, however, that if at any time prior the aggregate amount distributable to all Limited Partners
is greater than $15 million, the General Partner shall distribute such amount to the Limited Partners at the next month-end. Furthermore,
the General Partner shall distribute the full net cash proceeds from the disposition of investments, as well as original issue
discount and payment in kind income, as received in cash, promptly, but in no event later than three months after receipt thereof.
For the avoidance of doubt, if the aggregate amount distributable to all Limited Partners pursuant to the preceding sentence is
greater than $15 million, the General Partner shall distribute such amount to the Limited Partners no later than at the next month-end.
Notwithstanding the foregoing, distributions to Limited Partners shall be subject to the availability of cash after paying Partnership
Expenses and setting aside such reserves as the General Partner determines appropriate for anticipated liabilities, obligations
and commitments of the Partnership.


 


(c)       Notwithstanding
any other provision of this Agreement, the General Partner shall distribute Company securities which are Freely Tradable Securities
at such time as the General Partner determines appropriate in its absolute discretion, subject to setting aside such reserves as
the General Partner determines appropriate for reasonably anticipated liabilities, obligations and commitments of the Partnership.


 


(d)       Notwithstanding
anything in this Agreement to the contrary, the General Partner may at any time elect not to receive all or any portion of any
cash distribution that otherwise would be made to it with respect to its Carried Interest. Any amount which is not distributed
to the General Partner due to the immediately preceding sentence shall, in the General Partner’s absolute discretion, either
be retained by the Partnership on the General Partner’s behalf or distributed to the Partners (other than to the General
Partner with respect to its Carried Interest) in accordance with Section 4.3. If the General Partner in its absolute discretion
so elects, 100% of any or all subsequent cash distributions shall be distributed to the General Partner until the General Partner
has received the amount of cash distributions it would have received had it not waived receipt of certain cash distributions pursuant
to the first sentence of this Section 4.1(d).


 


4.2       Omitted.


 


4.3       Distributions
and Return of Capital. Subject to Section 3.1(d), each distribution (including in-kind distributions of securities) and
all distributions representing a return of capital to the Partners (i.e., a distribution other than Short-Term Investment
Income and including in-kind distributions of securities representing a return of capital) shall be made to the Partners in the
following priority (subject to Section 7.8):


 






    A-8 


     


    

 


(a)       Return
of Capital. First, 100% to the Limited Partners pro rata according to their respective aggregate Capital Contributions until
each Limited Partner has received an amount equal to its aggregate Capital Contributions, except that the General Partner shall
be entitled to receive Tax Distributions; and


 


(b)       Residual
Amounts. Thereafter, 20% to the General Partner and any Excepted Limited Partners participating in Carried Interest (including
in such calculation Tax Distributions) and 80% to the Limited Partners pro rata according to their respective aggregate Capital
Contributions.


 


Any Carried Interest amounts distributable
to the General Partner shall be distributable to Excepted Limited Partners to the extent specified by the General Partner. For
the avoidance of doubt, any Tax Distribution received by the General Partner shall be deemed an advance on distributions of Carried
Interest and shall reduce future Carried Interest distributions to the General Partner until such advances are restored in full.


 


ARTICLE V 


INVESTMENT MANAGER;  


REIMBURSABLE EXPENSES


 


5.1       Investment
Manager. The General Partner shall appoint the Investment Manager through an investment management agreement (the “Investment
Management Agreement”) to manage the affairs of the Partnership and delegate such authority to such Investment Manager
as the General Partner determines appropriate in its absolute discretion. The General Partner shall otherwise have the duty to
manage the affairs of the Partnership during any period when there is no Investment Manager. The appointment of the Investment
Manager shall not in any way relieve the General Partner of its responsibilities and authority vested pursuant to Section 6.1.


 


5.2       Management
Fee.


 


(a)       Initial.
Subject to Section 5.1 and paragraph (b) below, the Partnership shall pay the Investment Manager in advance, on a semiannual basis
on January 1 and July 1 of each year, a fee (the “Management Fee”) equal to 1.0% of the aggregate Capital
Contributions (including any Capital Contributions of any Limited Partners admitted or increased as provided in Section 7.6), as
compensation for managing the affairs of the Partnership; provided that the Management Fee shall not apply to Capital Contributions
of Excepted Limited Partners except to the extent specified by the General Partner.


 


(b)       Partial
Period. Installments of the Management Fee payable for any period other than a full six month period (including the first
Management Fee payment, which shall be payable on the Initial Closing Date) shall be adjusted on a pro rata basis according to
the actual number of days in such period.


 


5.3       Reimbursable
Expenses. The Partnership shall pay directly or reimburse the Investment Manager or the General Partner for Organizational
Expenses in an aggregate amount not to exceed $250,000 as determined in accordance with Section 3.1(c). The General Partner shall
not cause the Partnership to be liable for any placement fees payable in connection with the funding of the Partnership. The aggregate
amount of all Organizational Expenses paid by the Partnership shall be taken into account in determining Net Profit and Net Loss
as incurred.


 


5.4       Omitted.


 


5.5       No
Liability to Partnership or Partners. Neither the Investment Manager nor any member, shareholder, partner, director, officer,
employee, agent or Affiliate of the Investment Manager (nor any of their respective members, shareholders, partners, directors,
officers, employees, agents or Affiliates) (each a “Potential IM Indemnitee”), shall be liable to the
Partnership or any Limited Partner for any acts or omissions or any error in judgment or for any loss or damage sustained or suffered
as a result of, or in the course of, the discharge of duties under this Agreement or otherwise arising in connection with this
Agreement or in connection with any involvement with the Company (including serving as an officer, director, consultant or employee
of the Company), unless such loss or damage is found by a court of competent jurisdiction to arise from bad faith or constitute
fraud, willful misconduct or gross negligence on the part of such Potential IM Indemnitee or a violation of applicable law as to
which a limitation of liability is not permitted. A Potential IM Indemnitee shall not be liable to the Partnership, any Limited
Partner or any other person for the acts of any agent of the Partnership selected by the Potential IM Indemnitee, provided that
such agent was selected, engaged, retained and monitored by the Potential IM Indemnitee with reasonable care.


 






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ARTICLE VI 


GENERAL PARTNER


 


6.1       Management
Authority.


 


(a)       Subject
to Section 5.1, the management of the Partnership shall be vested exclusively in the General Partner and the General Partner shall
have full control over the business and affairs of the Partnership. The General Partner shall have the power on behalf and in the
name of the Partnership and acting in its fiduciary capacity under the Delaware
Partnership Act to carry out any and all of the objectives and purposes of the Partnership and to perform all acts and enter into
and perform all contracts and other undertakings which the General Partner, in its absolute discretion, deems necessary or advisable
or incidental thereto, including the power to acquire and dispose of any security (including marketable securities). The primary
business of the General Partner shall be acting as the general partner of the Partnership and engaging in such activities incidental
or ancillary thereto as the General Partner deems necessary or desirable. The General Partner will have the same fiduciary obligations
to the Partnership and its limited partners as directors serving on the board of directors of a Delaware corporation would have
to the corporation and its shareholders.


 


(b)       All
matters concerning (i) the allocation and distribution of Net Profits, Net Losses, Carried Interest and the return of capital among
the Partners, including the taxes thereon, and (ii) accounting procedures and determinations, and other determinations not specifically
and expressly provided for by the terms of this Agreement, which have been made by the General Partner with the reasonable belief
that it is acting in accordance with this Agreement shall be final and conclusive as to all the Partners.


 


6.2       Limitations
on Indebtedness and Guarantees. The Partnership may not incur indebtedness for borrowed money or guarantee third party
obligations.


 


6.3       [Omitted].


 


6.4       UBTI.
The Partnership may engage in transactions which will cause Tax Exempt Partners to recognize UBTI as a result of their investment
in the Partnership.


 


6.5       Plan
Asset Regulations. The General Partner shall use reasonable best efforts to ensure that the Partnership and the General
Partner are in compliance with the VCOC exception, or another exception or exemption, from “plan assets” treatment
under the ERISA or the Plan Asset Regulations.


 


6.6       Ordinary
Operating Expenses. The General Partner or the Investment Manager shall bear their own ordinary overhead and administrative
expenses (including salaries, bonuses, rent and equipment expenses) incurred by them (to the extent not borne or reimbursed by
the Company) in connection with (a) consummating, monitoring and disposing of the Partnership’s investments, (b) Organizational
Expenses to the extent not reimbursed under Section 5.3, and (c) providing Company reports and information to the Limited Partners,
but excluding any Partnership Expenses or Organizational Expenses reimbursable under Section 5.3.


  


6.7       Transfer,
Withdrawal or Loans. The General Partner shall not sell, assign, transfer, pledge, mortgage or otherwise dispose of or
encumber (each, a “Transfer”) its interest as the general partner of the Partnership and shall not borrow
or withdraw any funds or securities from the Partnership, except as expressly permitted by this Agreement; provided, however,
that each of the GP Members may Transfer such GP Member’s interest in the General Partner to one or more members of his immediate
family and/or a trust for the benefit of the GP Member or one or more members of his immediate family, provided that such immediate
family member, or the trustee of any such trust, agrees to hold the interest in the General Partner so transferred subject to the
terms of the GP LLC Agreement. The General Partner shall not voluntarily withdraw from the Partnership.




 






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6.8       Exculpation
and Indemnification.


 


(a)       Neither
the General Partner nor any member, manager, shareholder, partner, director, officer, employee, agent or Affiliate of the General
Partner (nor any of their respective members, shareholders, partners, directors, officers, employees, agents or Affiliates)(each
a “Potential Indemnitee”), shall be liable to the Partnership or any Limited Partner for any acts or
omissions or any error in judgment or for any loss or damage sustained or suffered as a result of, or in the course of, the discharge
of duties under this Agreement or otherwise arising in connection with this Agreement or in connection with any involvement with
the Company (including serving as an officer, director, consultant or employee of the Company), unless such loss or damage is found
by a court of competent jurisdiction to arise from bad faith or constitute fraud, willful misconduct, breach of fiduciary duty
or gross negligence on the part of such Potential Indemnitee or a violation of applicable law as to which a limitation of liability
is not permitted. A Potential Indemnitee shall not be liable to the Partnership, any Limited Partner or any other person for the
acts of any agent of the Partnership selected by the Potential Indemnitee, provided that such agent was selected, engaged, retained
and monitored by the Potential Indemnitee with reasonable care. All investment activity concerning the Partnership shall be for
the account and risk of the Partnership and, except as otherwise provided herein, Potential Indemnitees shall not incur any liability
or losses resulting therefrom, or any expenses related thereto.


 


(b)       The
Partnership shall indemnify and hold harmless Potential Indemnitees against any and all costs, losses, claims, damages or liabilities,
joint or several, including without limitation, attorney’s and accountant’s fees and disbursements (collectively, “Losses”),
arising in connection with any actual or threatened, pending or completed investigation, action, suit, proceeding, subpoena or
regulatory examination or investigation (a “Proceeding”) to which a Potential Indemnitee is responding
or are or were parties or are threatened to be made parties as a result of, or in the course of, the discharge of duties under
this Agreement or otherwise arising in connection with this Agreement or in connection with any involvement with the Company (including
serving as an officer, director, consultant or employee of the Company), except that a Potential Indemnitee will not be indemnified
for Losses (i) that are determined by a court of competent jurisdiction to be the result of such Potential Indemnitee’s bad
faith or conduct that constitutes fraud, willful misconduct, gross negligence or a breach of fiduciary duty or violation of applicable
law as to which indemnification is not permitted or (ii) if such Potential Indemnitee has (A) been convicted of fraud, embezzlement
or a similar felony involving misappropriation of funds in connection with the business of the Partnership or the Company; or (B)
materially breached the provisions of this Agreement and such breach is not cured within 30 days (or in the process of being cured
within 30 days and is cured within 90 days) after receipt by such Potential Indemnitee of written notice with respect thereto from
Limited Partners holding at least a majority of the Disinterested Limited Partner Interests. The indemnification provided pursuant
to this Section 6.8 shall be provided out of the assets of the Partnership and no Limited Partner shall be required to contribute
capital to the Partnership in excess of its aggregate Capital Contributions to indemnify any Potential Indemnitee for Losses. The
Partnership may in the sole judgment of the General Partner pay the expenses incurred by a Potential Indemnitee in connection with
any Proceeding in advance of the final disposition, so long as the General Partner receives an undertaking by such person to repay
the full amount advanced if there is a final determination that such person did not satisfy the standards set forth above or that
such person is not entitled to indemnification as provided herein for other reasons. Notwithstanding the foregoing, if a Limited
Partner initiates a Proceeding against a Potential Indemnitee, (i) the Partnership shall not pay such Potential Indemnitee for
indemnification expenses in such Proceeding in advance of the final disposition of such Proceeding, but shall repay such Potential
Indemnitee for reasonable legal expenses and related disbursements incurred in such Proceeding upon a final disposition rendered
in such Potential Indemnitee’s favor that the Potential Indemnitee has not breached the standard of care as set forth in
this Section 6.8 and (ii) except as provided in the foregoing clause (i), such Potential Indemnitee shall not otherwise be entitled
to indemnification or any other amounts under this Section 6.8 in connection with such Proceeding. The termination of any Proceeding
by judgment, order, settlement, conviction, or a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption
that a Potential Indemnitee did not did not satisfy the standards set forth above. The Partnership shall use reasonable efforts
to ensure that the Company for which a Potential Indemnitee serves as an officer or director (i) has adopted charter documents
providing indemnification and (ii) obtains director and officer insurance, in each case in an amount deemed to be reasonable by
the Partnership in the General Partner’s good faith discretion.


 






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(c)       The
Partnership’s obligation to indemnify or advance expenses pursuant to this Section 6.8 shall apply only to the extent that
a person is not entitled to indemnification or advancement of expenses by the Company or other third party, and the Partnership
shall have full right of subrogation and reimbursement to the extent that the Partnership indemnifies or advances expenses and
such person is entitled to indemnification or advancement of expenses by the Company or other third party.


 


(d)       Notwithstanding
any of the foregoing to the contrary, the provisions of this Section 6.8 shall not be construed so as to provide for the exculpation
or indemnification of any Potential Indemnitee for any liability (including liability under Federal securities laws which, under
certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such
indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Section
6.8 to the fullest extent permitted by law, and the Partnership shall not indemnify the General Partner against the costs of defending
any litigation, including settlement costs with respect thereto, involving an internal dispute among the members of the General
Partner.


 


6.9       Formation
of New Fund or Business Endeavor. Each Partner’s interest in the business endeavors of the other Partners is limited
to its interest in the Partnership and no Partner’s future business activities are restricted, except as expressly provided
in this Agreement.


 


6.10     General
Partner Time and Attention. From the Initial Closing Date until the Partnership’s termination, each member of the
General Partner (so long as he or she continues to be a member of the General Partner) shall devote an amount of his or her business
time and attention to the affairs of the Partnership as the General Partner reasonably determines is consistent with the Partnership
achieving its investment objectives.


 


ARTICLE VII 


LIMITED PARTNERS


 


7.1       Limited
Liability. The Limited Partners shall not be personally liable for any obligations of the Partnership and shall have no
obligation to make contributions to the Partnership in excess of their respective aggregate Capital Contributions specified in
their Subscription Agreement, except to the extent required by this Section 7.1, Section 7.8 and the Delaware Partnership
Act; provided, that a Limited Partner shall be required to return the portion of any distribution made to it in error (i.e.,
a distribution inconsistent with the terms of this Agreement). To the extent any Limited Partner is required by the Delaware Partnership
Act to return to the Partnership any distributions made to it and does so, such Limited Partner shall have a right of contribution
from each other Limited Partner similarly liable to return distributions made to it to the extent that such Limited Partner has
returned a greater percentage of the total distributions made to it than the percentage of the total distributions made to such
other Limited Partner and so required to be returned by it. The Partnership shall use its reasonable best efforts to preserve the
limited liability status provided to the Limited Partners under the Delaware Partnership Act.


 





7.2       No
Participation in Management. The Limited Partners (in their capacity as such) shall not participate in the control, management,
direction or operation of the affairs of the Partnership and shall have no power or authority to bind the Partnership.




 






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7.3       Transfer
of Limited Partner Interests.


 


(a)       Except
as provided in Article VIII or as expressly provided in this Section 7.3, a Limited Partner may not Transfer all or any of its
interest in the Partnership (including any transfer or assignment of all or a part of its interest to a person who becomes an assignee
of a beneficial interest in Partnership profits, losses and distributions even though not becoming a substitute Limited Partner)
unless the General Partner has consented to such Transfer in writing, which consent shall not be unreasonably withheld with regard
to an assignment by a Limited Partner of its entire beneficial interest to any person or entity constituting only one beneficial
owner of the Partnership’s securities for purposes of the Investment Company Act of 1940, as amended, and only one partner
of the Partnership within the meaning of Treas. Reg. §1.7704-1(h), except that (i) a Limited Partner which is a trust
under an employee benefit plan may, upon prior written notice to the General Partner, assign a beneficial interest in all (but
not less than all) of its interest in the Partnership to any other trust under such employee benefit plan and (ii) a Limited Partner
may, upon prior written notice to the General Partner, assign a beneficial interest in all (but not less than all) of its interest
in the Partnership to any one wholly-owned subsidiary (in each such case the transferor shall remain liable for all liabilities
and obligations relating to the transferred beneficial interest and the transferee shall become an assignee of only a beneficial
interest in Partnership profits, losses and distributions and shall not become a substitute Limited Partner except with the consent
of the General Partner as provided in Section 7.3(b)). For purposes of this Section 7.3, a change in any trustee or fiduciary of
a Limited Partner will not be deemed to be a Transfer of a Limited Partner Interest pursuant to this Agreement; provided,
any such replacement trustee or fiduciary is also a fiduciary as defined under applicable state law and, provided, further,
that income and loss allocable to the Limited Partner will continue to be included in filings under the same employer identification
number with the Internal Revenue Service. Accordingly, such a change in a trustee or fiduciary may be made without the prior written
consent of the General Partner, provided, that the Limited Partner agrees to provide prior written notice (or if prior written
notice is not feasible, written notice as quickly as is feasible) of such change to the General Partner. No consent of any other
Limited Partner shall be required as a condition precedent to any Transfer. The voting rights of any Limited Partner’s interest
shall automatically terminate upon any Transfer to a trust, heir, beneficiary, guardian or conservator or upon any other Transfer
if the transferor no longer retains control over such voting rights and the General Partner in its absolute discretion has not
consented in writing to such transferee becoming a substitute Limited Partner. As a condition to any Transfer of a Limited Partner’s
interest (including a transfer not requiring the consent of the General Partner), the transferor and the transferee shall provide
such legal opinions and documentation as the General Partner shall reasonably request.


 


(b)       Notwithstanding
anything to the contrary contained in this Section 7.3, a transferee or assignee of a Limited Partner Interest shall not become
a substitute Limited Partner without executing a copy of this Agreement or an amendment hereto and any other applicable documents
in form and substance satisfactory to the General Partner in its reasonable discretion. Any substitute Limited Partner admitted
to the Partnership shall succeed to all rights and be subject to all the obligations of the transferring or assigning Limited Partner
with respect to the interest to which such Limited Partner was substituted.


 


(c)       The
transferor and transferee of any Limited Partner’s interest shall be jointly and severally obligated to reimburse the General
Partner and the Partnership for all reasonable expenses (including attorneys’ fees and expenses) of any transfer or proposed
transfer of a Limited Partner’s interest, whether or not consummated.


 


(d)       The
transferee of any Limited Partner Interest shall be treated as having made all of the Capital Contributions made by, and received
all of the distributions received by, the transferor of such interest. 


 


(e)       Anything
in this Agreement to the contrary notwithstanding, no Limited Partner shall Transfer a Partnership interest (including any transfer
or assignment of an interest in Partnership profits, losses or distributions) if the Transfer would (i) unless the General Partner
otherwise consents in its absolute discretion, cause the Partnership to have more than 100 beneficial owners of the Partnership’s
securities for purposes of the Investment Company Act of 1940, as amended, or 100 partners within the meaning of Treas. Reg. §1.7704-1(h)
or (ii) cause the Partnership to be treated as a publicly traded partnership within the meaning of Code §7704 and Treas. Reg.
§1.7704-1 or (iii) in the sole judgment of the General Partner, create a material risk that the assets of the Partnership
would, upon such event, be deemed to consist of “plan assets” under ERISA or the Plan Asset Regulations. Any sale,
assignment, transfer, pledge, mortgage or other disposition which violates this Section 7.3(e) shall be void and the purported
buyer, assignee, transferee, pledgee, mortgagee or other recipient shall have no interest in or rights to Partnership assets, profits,
losses or distributions and neither the General Partner nor the Partnership shall be required to recognize any such interest or
rights.




 






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(f)  
     Subject to Section 7.3(e) and that all Transferees would have been qualified to subscribe under
the terms of the Partnership’s initial offering of Limited Partner Interests, until 90 days after the closing of the
acquisition of the Company, Limited Partners may resell their Limited Partner Interests.


 


7.4       No
Withdrawal or Loans. Subject to the provisions of Sections 7.3, no Limited Partner may withdraw as a Partner of the Partnership,
nor shall any Limited Partner be required to withdraw from the Partnership, nor may a Limited Partner borrow or withdraw any portion
of its Capital Account from the Partnership.


 


7.5       No
Termination. Neither the substitution, death, incompetency, dissolution (whether voluntary or involuntary) nor bankruptcy
of a Limited Partner shall affect the existence of the Partnership, and the Partnership shall continue for the term of this Agreement
until its existence is terminated as provided herein.


 


7.6       Additional
Limited Partners: Increased Capital Contributions. The General Partner may accept Additional Limited Partners and take
additional Capital Contributions from existing Limited Partners at an Additional Closing until the closing of the acquisition of
the Company. Any such Additional Limited Partner shall be required to fund its proportionate share of any Management Fees, Partnership
Expenses and Organizational Expenses from the date of the Partnership’s formation. Proceeds therefrom representing additional
Management Fees shall be distributed to the Investment Manager or General Partner, as applicable. For purposes of this Section
7.6, a Limited Partner which makes an additional Capital Contribution shall be treated as an Additional Limited Partner with respect
to the amount of its additional Capital Contribution. Upon the admittance of an Additional Limited Partner or receipt of an additional
Capital Contribution, the General Partner shall modify its books and records hereto to reflect such admittance or increase.


 


7.7       Omitted
..


 


7.8       Indemnification
and Reimbursement for Payments on Behalf of a Partner.


 


(a)       If
the Partnership is obligated to pay any amount to a governmental agency or to any other person (or otherwise makes a payment) because
of a Partner’s status or otherwise specifically attributable to a Partner (including, without limitation, federal withholding
taxes with respect to foreign partners, state personal property taxes, state unincorporated business taxes, etc.), then, unless
neither the Partnership nor such Partner would be obligated to pay such amount but for the General Partner’s breach of this
Agreement, such Partner (the “Indemnifying Partner”) shall indemnify the Partnership in full for the
entire amount paid (including, without limitation, any interest, penalties and expenses associated with such payment). At the option
of the General Partner, the amount to be indemnified may be charged against the Capital Account of the Indemnifying Partner, and,
at the option of the General Partner, either:


 


(i)      
 promptly upon notification of an obligation to indemnify the Partnership, the Indemnifying Partner shall make a cash
payment to the Partnership equal to the full amount to be indemnified (and the amount paid shall be added to the Indemnifying
Partner’s Capital Account but shall not be deemed to be a Capital Contribution hereunder), or


 


(ii)       the
Partnership shall reduce subsequent distributions which would otherwise be made to the Indemnifying Partner until the Partnership
has recovered the amount to be indemnified (provided that the amount of such reduction shall be deemed to have been distributed
for all purposes of this Agreement, but such deemed distribution shall not further reduce the Indemnifying Partner’s Capital
Account).




 






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(b)       The
General Partner shall give the Indemnifying Partner (i) the opportunity to contest (at such Indemnifying Partner’s sole expense)
any withholding requirements asserted by any taxing authority, but in no way shall such Indemnifying Partner’s opportunity
to contest such withholding requirements restrict the General Partner from making such payment, and (ii) 10 days’ notice
before causing the Partnership to make any payments in connection with this Section 7.8, unless in each case otherwise required
by applicable law, as determined in the General Partner’s absolute discretion.


 


(c)       A
Partner’s obligation to make contributions to the Partnership under this Section 7.8 shall survive the termination, dissolution,
liquidation and winding up of the Partnership, and for purposes of this Section 7.8, the Partnership shall be treated as continuing
in existence. The Partnership may pursue and enforce all rights and remedies it may have against each Partner under this Section
7.8, including instituting a lawsuit to collect such contribution with interest calculated at a rate equal to the Base Rate plus
6% per annum (but not in excess of the highest rate per annum permitted by law).


 


7.9       Omitted.


 


7.10     §754
Election. The General Partner may, in its absolute discretion, make a Code §754 election and, upon the written request
of Limited Partners holding a majority of the Limited Partner Interests, the General Partner shall, if then permitted by applicable
law, make such election.


 


ARTICLE VIII


 


ADDITIONAL PERMITTED TRANSFERS AND RIGHTS



 


8.1       Pre-emptive
Right.


 


(a)       Issuance
of New Securities. The Partnership hereby grants to each Limited Partner that would have been qualified to subscribe under
the terms of the Partnership’s initial offering of Limited Partner Interests (each, a “Pre-emptive Partner”)
the right to purchase its pro rata portion of any New Securities that the Partnership may from time to time propose to issue or
sell to any party.


 


(b)       Definition
of New Securities. As used herein, “New Securities” shall mean any Interests issued in excess of the $540,000,000
of Interests initially issued or other interests or securities convertible into, exchangeable or exercisable for, or providing
a right to subscribe for, purchase or acquire Interests.


 


(c)       Additional
Issuance Notices. The Partnership shall give written notice (an “Issuance Notice”) of any proposed issuance
or sale described in Section 8.1(a) to the Pre-emptive Partners. The Issuance Notice shall, if applicable, be accompanied by a
written offer from any prospective purchaser seeking to purchase New Securities (a “Prospective Purchaser”)
and shall set forth the material terms and conditions of the proposed issuance or sale, including:


 


(i)       
the number and description of the New Securities proposed to be issued and the percentage of the Partnership’s Interests
then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Interests proposed
to be issued) that such issuance would represent; 


 


(ii)       the
proposed issuance date, which shall be at least twenty (20) Business Days from the date of the Issuance Notice;


 


(iii)      the
proposed purchase price of the New Securities; and


 


(iv)      if
the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the General Partner’s good-faith
determination of the Fair Market Value thereof.




 






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The Issuance Notice shall also be accompanied
by a current copy of the Limited Partners Schedule indicating the Pre-emptive Partners’ holdings of Interests in a manner
that enables each Pre-emptive Partner to calculate its Pro Rata Portion of any New Securities.


 


(d)       Exercise
of Pre-emptive Rights. Each Pre-emptive Partner shall for a period of ten (10) days following the receipt of an Issuance Notice
(the “Exercise Period”) have the right to elect irrevocably to purchase all or any portion of its Pro Rata Portion
of any New Securities at the respective purchase prices set forth in the Issuance Notice by delivering a written notice to the
Partnership (an “Acceptance Notice”) specifying the number of New Securities it desires to purchase. The delivery
of an Acceptance Notice by a Pre-emptive Partner shall be a binding and irrevocable offer by such Limited Partner to purchase the
New Securities described therein. The failure of a Pre-emptive Partner to deliver an Acceptance Notice by the end of the Exercise
Period shall constitute a waiver of its rights under this Section 8.1 with respect to the purchase of such New Securities, but
shall not affect its rights with respect to any future issuances or sales of New Securities.


 


(e)       Over-allotment.
No later than five (5) Business Days following the expiration of the Exercise Period, the Partnership shall notify each Pre-emptive
Partner in writing of the number of New Securities that each Pre-emptive Partner has agreed to purchase (including, for the avoidance
of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Partner exercising its
rights to purchase its pro rata portion of the New Securities in full (an “Exercising Limited Partner”) shall
have a right of over-allotment such that if any other Pre-emptive Partner has failed to exercise its right under this Section 8.1
to purchase its full pro rata portion of the New Securities (each, a “Non-Exercising Limited Partner”), such
Exercising Limited Partner may purchase its pro rata portion of such Non-Exercising Limited Partner’s allotment by giving
written notice to the Partnership within five (5) Business Days of receipt of the Over-allotment Notice (the “Over-allotment
Exercise Period”).


 


(f)   
    Sales to the Prospective Purchaser. Following the expiration of the Exercise Period and, if
applicable, the Over-allotment Exercise Period, the Partnership shall be free to complete the proposed issuance or sale of
New Securities described in the Issuance Notice with respect to which Pre-emptive Partners declined to exercise the
pre-emptive right set forth in this Section 8.1 on terms no less favorable to the Partnership than those set forth in the
Issuance Notice (except that the amount of New Securities to be issued or sold by the Partnership may be reduced); provided,
that: (i) such issuance or sale is closed within twenty (20) Business Days after the expiration of the Exercise Period and,
if applicable, the Over-allotment Exercise Period (subject to the extension of such twenty (20) Business Day period for a
reasonable time not to exceed forty (40) Business Days to the extent reasonably necessary to obtain any third-party
approvals); and (ii) for the avoidance of doubt, the price at which the New Securities are sold to the Prospective Purchaser
is at least equal to or higher than the purchase price described in the Issuance Notice. In the event the Partnership has not
sold such New Securities within such time period, the Partnership shall not thereafter issue or sell any New Securities
without first again offering such securities to the Limited Partners in accordance with the procedures set forth in this
Section 8.1.


 


(g)       Closing
of the Issuance. The closing of any purchase by any Pre-emptive Partner shall be consummated concurrently with the consummation
of the issuance or sale described in the Issuance Notice. Upon the issuance or sale of any New Securities in accordance with this
Section 8.1, the Partnership shall deliver the New Securities free and clear of any liens (other than those arising hereunder and
those attributable to the actions of the purchasers thereof), and the Partnership shall so represent and warrant to the purchasers
thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising
Limited Partners and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. Each Exercising Limited
Partner shall deliver to the Partnership the purchase price for the New Securities purchased by it by certified or bank check or
wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions
as may be reasonably necessary to consummate the purchase and sale including, without limitation, entering into such additional
agreements as may be necessary or appropriate.


 






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8.2       Right
of First Refusal.


 


(a)       Offered
Interests. Subject to the terms and conditions specified in this Section 8.2 and in Section 7.3, each Limited Partner, first,
and the Partnership, second, shall have a right of first refusal if any other Limited Partner (the “Offering Limited Partner”)
receives a bona fide offer that the Offering Limited Partner desires to accept to Transfer all or any portion of any Limited Partner
Interests it owns (“Offered Interests”).


 


(b)       Offering;
Exceptions. Each time the Offering Limited Partner receives an offer for a Transfer of any of Limited Partner Interests (other
than Transfers that (i) are permitted by Section 7.3, or (ii) are made by a Tag-along Limited Partner upon the exercise of its
tag-along right pursuant to 8.4 after the Partnership and Applicable ROFR Rightholders have declined to exercise their rights in
full under this Section 8.2), the Offering Limited Partner shall first make an offering of the Offered Interests to the
Partnership, first, and the Applicable ROFR Rightholders, second, all in accordance with the following provisions
of this Section 8.2, prior to Transferring such Offered Interests to the proposed purchaser.


 


(c)       Offer
Notice.


 


(i)   
    The Offering Limited Partner shall, within five (5) Business Days of receipt of the Transfer offer,
give written notice (the “Offering Limited Partner Notice”) to the Partnership and the Applicable ROFR
Rightholders stating that it has received a bona fide offer for a Transfer of its Limited Partner Interests and
specifying:


 


(A)       the
amount of Limited Partner Interests to be Transferred by the Offering Limited Partner;


 


(B)      
 the proposed date, time and location of the closing of the Transfer, which shall not be less than 60 (sixty) days from
the date of the Offering Limited Partner Notice;


 


(C)    
   the purchase price for the Limited Partner Interests (which shall be payable solely in cash) and the other
material terms and conditions of the Transfer; and


 


(D)       the
name of the Person who has offered to purchase such Offered Interests.


 


(ii)       The
Offering Limited Partner Notice shall constitute the Offering Limited Partner’s offer to Transfer the Offered Interests to
the Partnership and the Applicable ROFR Rightholders, which offer shall be irrevocable until the end of the ROFR Rightholder Option
Period described in Section 8.2(d)(iv).


 


(iii)      By
delivering the Offering Limited Partner Notice, the Offering Limited Partner represents and warrants to the Partnership and each
Applicable ROFR Rightholder that:


 


(A)       the
Offering Limited Partner has full right, title and interest in and to the Offered Interests;


 


(B)   
    the Offering Limited Partner has all the necessary power and authority and has taken all necessary
action to Transfer such Offered Interests as contemplated by this Section 8.2; and


 


(C)    
   the Offered Interests are free and clear of any and all liens other than those arising as a result of or
under the terms of this Agreement.




 






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(d)       Exercise
of Right of First Refusal.


 


(i)    
   Upon receipt of the Offering Limited Partner Notice, the Partnership and each Applicable ROFR Rightholder
shall have the right to purchase the Applicable Offered Interests in the following order of priority: first, the
Applicable ROFR Rightholders shall have the right to purchase the Applicable Offered Interests, in accordance with the
procedures set forth in Section 8.2(d)(iv), and thereafter, to the extent the Applicable ROFR Rightholders do not
exercise their right in full. Notwithstanding the foregoing, the Partnership and the Applicable ROFR Rightholders may only
exercise their right to purchase the Offered Interests if, after giving effect to all elections made under this Section
8.2(d), no less than all of the Offered Interests will be purchased by the Partnership and/or the Applicable ROFR
Rightholders.


 


(ii)       The
initial right of the Partnership to purchase any Offered Interests shall be exercisable with the delivery of a written notice (the
“Company ROFR Exercise Notice”) by the Partnership to the Offering Limited Partner and the Applicable ROFR Rightholders
within ten (10) days of receipt of the Offering Limited Partner Notice (the “Company Option Period”), stating
the number (including where such number is zero) and type of Offered Interests the Partnership elects irrevocably to purchase on
the terms and respective purchase prices set forth in the Offering Limited Partner Notice. The Partnership ROFR Exercise Notice
shall be binding upon delivery and irrevocable by the Partnership.


 


(iii)      If
the Applicable ROFR Rightholders shall have indicated an intent to purchase any less than all of the Offered Interests, the Partnership
shall have the right to purchase the remaining Applicable Offered Interests not selected by the Applicable ROFR Rightholders. For
a period of fifteen (15) days following the receipt of a Company ROFR Exercise Notice in which the Partnership has elected to purchase
less than all the Offered Interests (such period, the “ROFR Rightholder Option Period”), each Applicable ROFR
Rightholder shall have the right to elect irrevocably to purchase all or none of its Pro Rata Portion of the remaining Applicable
Offered Interests by delivering a written notice to the Partnership and the Offering Limited Partner (a “Limited Partner
ROFR Exercise Notice”) specifying its desire to purchase its Pro Rata Portion of the remaining Applicable Offered Interests,
on the terms and respective purchase prices set forth in the Offering Limited Partner Notice. In addition, each Applicable ROFR
Rightholder shall include in its Limited Partner ROFR Exercise Notice the number of remaining Applicable Offered Interests that
it wishes to purchase if any other Applicable ROFR Rightholders do not exercise their rights to purchase their entire pro rata
portions of the remaining Applicable Offered Interests. Any Limited Partner ROFR Exercise Notice shall be binding upon delivery
and irrevocable by the Applicable ROFR Rightholder.


 


(iv)      The
failure of the Partnership or any Applicable ROFR Rightholder to deliver a Company ROFR Exercise Notice or Limited Partner ROFR
Exercise Notice, respectively, by the end of the Partnership Option Period or ROFR Rightholder Option Period, respectively, shall
constitute a waiver of their respective rights of first refusal under this Section 8.2 with respect to the Transfer of Offered
Interests, but shall not affect their respective rights with respect to any future Transfers.


 


(e)       Allocation
of Offered Interests. Upon the expiration of the ROFR Rightholder Option Period, the Applicable Offered Interests not selected
for purchase by the Partnership pursuant to Section 8.2(d)(iii) shall be allocated for purchase among the Applicable ROFR Rightholders
as follows:


 


(i)     
  First, to each Applicable ROFR Rightholder having elected to purchase its entire pro rata portion of such Offered
Interests, such Applicable ROFR Rightholder’s pro rata portion of such Offered Interests; and


 


(ii)       Second,
the balance, if any, not allocated under clause (i) above (and not purchased by the Partnership pursuant to Section 8.2(d)(iii)),
shall be allocated to those Applicable ROFR Rightholders who set forth in their Limited Partner ROFR Exercise Notices a number
of Applicable Offered Interests that exceeded their respective pro rata portions (the “Purchasing Rightholders”),
in an amount, with respect to each such Purchasing Rightholder, that is equal to the lesser of:


 






    A-18 


     


    

 


(A)       the
number of Applicable Offered Interests that such Purchasing Rightholder elected to purchase in excess of its pro rata portion;
or


 


(B)       the
product of (x) the number of Applicable Offered Interests not allocated under clause (i) (and not purchased by the Partnership
pursuant to Section 8.2(d)(iii)), multiplied by (y) a fraction, the numerator of which is the number of Applicable Offered Interests
that such Purchasing Rightholder was permitted to purchase pursuant to clause (i), and the denominator of which is the aggregate
number of Applicable Offered Interests that all Purchasing Rightholders were permitted to purchase pursuant to clause (i).


 


The process described in clause (ii) shall
be repeated until no Offered Interests remain or until such time as all Purchasing Rightholders have been permitted to purchase
all Applicable Offered Interests that they desire to purchase.


 


(f)       Consummation
of Sale. In the event that the Partnership and/or the Applicable ROFR Rightholders shall have, in the aggregate, exercised
their respective rights to purchase all and not less than all of the Offered Interests, then the Offering Limited Partner shall
sell such Offered Interests to the Partnership and/or the Applicable ROFR Rightholders, and the Partnership and/or the Applicable
ROFR Rightholders, as the case may be, shall purchase such Offered Interests, within sixty (60) days following the expiration of
the ROFR Rightholder Option Period (which period may be extended for a reasonable time not to exceed ninety (90) days to the extent
reasonably necessary to obtain required approvals or consents from any Governmental Authority). Each Limited Partner shall take
all actions as may be reasonably necessary to consummate the sale contemplated by this Section 8.2(f), including, without limitation,
entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. At
the closing of any sale and purchase pursuant to this Section 8.2(f), the Offering Limited Partner shall deliver to the Partnership
and/or the participating Applicable ROFR Rightholders certificates (if any) representing the Offered Interests to be sold, free
and clear of any liens or encumbrances (other than those contained in this Agreement), accompanied by evidence of transfer and
all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Partnership
and/or such Applicable ROFR Rightholders by certified or official bank check or by wire transfer of immediately available funds.


 


(g)       Sale
to Proposed Purchaser. In the event that the Partnership and/or the Applicable ROFR Rightholders shall not have collectively
elected to purchase all of the Offered Interests, then, provided the Offering Limited Partner has also complied with the provisions
of 8.4, to the extent applicable, the Offering Limited Partner may Transfer all of such Offered Interests, at a price not less
than specified in the Offering Limited Partner Notice and on other terms and conditions which are not materially more favorable
in the aggregate to the proposed purchaser than those specified in the Offering Limited Partner Notice, but only to the extent
that such Transfer occurs within ninety (90) days after expiration of the ROFR Rightholder Option Period. Any Offered Interests
not Transferred within such 90-day period will be subject to the provisions of this Section 8.2 upon subsequent Transfer.


 


8.3       Omitted.


 


8.4       Tag-along
Rights.


 


(a)       Participation.
Subject to the terms and conditions specified in this Section 8.2, if any Limited Partner (the “Selling Partner”)
proposes to Transfer any of its Limited Partner Interests to any Person (a “Proposed Transferee”), each other
Limited Partner (each, a “Tag-along Limited Partner”) shall be permitted to participate in such sale (a “Tag-along
Sale”) on the terms and conditions set forth in this 8.4.


 





(b)       Application
of Transfer Restrictions. The provisions of this 8.4 shall only apply to Transfers in which the Partnership and Applicable
ROFR Rightholders have not exercised their rights in full under Section 8.2 to purchase all of the Offered Interests.




 






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(c)       Sale
Notice. Prior to the consummation of any Transfer of Limited Partner Interests qualifying under 8.4(b), and after satisfying
its obligations pursuant to Section 8.2, the Selling Partner shall deliver to the Partnership and each other Limited Partner holding
Limited Partner Interests to be Transferred a written notice (a “Sale Notice”) of the proposed Tag-along Sale
as soon as practicable following the expiration of the ROFR Rightholder Option Period, and in no event later than five (5) Business
Days thereafter. The Sale Notice shall make reference to the Tag-along Limited Partners’ rights hereunder and shall describe
in reasonable detail:


 


(i)       
The aggregate Limited Partner Interests the Proposed Transferee has offered to purchase;


 


(ii)       The
identity of the Proposed Transferee;


 


(iii)      The
proposed date, time and location of the closing of the Tag-along Sale;


 


(iv)      The
purchase price per percentage of Limited Partner Interest (which shall be payable solely in cash) and the other material terms
and conditions of the Transfer; and


 


(v)       A
copy of any form of agreement proposed to be executed in connection therewith.


 


(d)       Exercise
of Tag-along Right.


 


(i)       
The Selling Partner and each Tag-along Limited Partner timely electing to participate in the Tag-along Sale pursuant to
8.4(d)(ii) shall have the right to Transfer in the Tag-along Sale the Limited Partner Interests equal to the product of (x)
the aggregate Limited Partner Interests that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a
fraction (A) the numerator of which is equal to the Limited Partner Interests on a Fully Diluted Basis then held by the
applicable Limited Partner, and (B) the denominator of which is equal to the number of Limited Partner Interests on a Fully
Diluted Basis then held by the Selling Partner and all of the Tag-along Limited Partners timely electing to participate in
the Tag-along Sale pursuant to 8.4(d)(ii) (such amount with respect to the Limited Partner Interests the “Tag-along
Portion”).


 


(ii)       Each
Tag-along Limited Partner shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Partner a written
notice (a “Tag-along Notice”) stating its election to do so and specifying the Limited Partner Interests (up
to its Tag-along Portion) to be Transferred by it no later than ten (10) Business Days after receipt of the Sale Notice (the “Tag-along
Period”).


 


(iii)      The
offer of each Tag-along Limited Partner set forth in a Tag-along Notice shall be irrevocable, and, to the extent such offer is
accepted, such Tag-along Limited Partner shall be bound and obligated to consummate the Transfer on the terms and conditions set
forth in this 8.4.


 


(e)       Remaining
Portions.


 


(i)       
If any Tag-along Limited Partner declines to exercise its right under 8.4(d)(i) or elects to exercise it with respect to less
than its full Tag-along Portion (the “Remaining Portion”), the Selling Partner shall promptly deliver a
written notice (a “Remaining Portion Notice”) to those Tag-along Limited Partners who have elected to
Transfer their Tag-Along Portion in full (each, a “Fully Participating Tag-along Limited Partner”). The
Selling Partner, each Fully Participating Tag-along Limited Partner (with respect to any Remaining Portion) shall be entitled
to Transfer, in addition to any applicable Limited Partner Interests already being Transferred, a number of Limited Partner
Interests held by it equal to the product of (x) the Remaining Portion and (y) a fraction (A) the numerator of which is equal
to the percentage of Limited Partner Interests then held by the applicable Limited Partner, and (B) the denominator of which
is equal to the percentage of Limited Partner Interests then held by the Selling Partner and all Fully Participating
Tag-along Limited Partners.


 






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(ii)       Each
Fully Participating Tag-along Limited Partner shall exercise its right to participate in the Transfer described in 8.4(e)(i) by
delivering to the Selling Partner a written notice (a “Remaining Tag-along Notice”) stating its election to
do so and specifying the percentage of Limited Partner Interests (up to the amounts it may Transfer pursuant to 8.4(e)(i)), to
be Transferred by it no later than five (5) Business Days after receipt of the Remaining Portion Notice.


 


(iii)      The
offer of each Fully Participating Tag-along Limited Partner set forth in a Remaining Tag-along Notice shall be irrevocable, and,
to the extent such offer is accepted, such Limited Partner shall be bound and obligated to consummate the Transfer on the terms
and conditions set forth in this 8.4.


 


(f)       
Waiver. Each Tag-along Limited Partner who does not deliver a Tag-along Notice in compliance with 8.4(d)(ii) shall be
deemed to have waived all of such Tag-along Limited Partner’s rights to participate in the Tag-along Sale with respect
to the Limited Partner Interests owned by such Tag-along Limited Partner, and the Selling Partner shall (subject to the
rights of any other participating Tag-along Limited Partner) thereafter be free to sell to the Proposed Transferee the
Limited Partner Interests identified in the Sale Notice at a per percentage price that is no greater than the applicable set
forth in the Sale Notice and on other terms and conditions which are not in the aggregate materially more favorable to the
Selling Partner than those set forth in the Sale Notice, without any further obligation to the non-accepting Tag-along
Limited Partners.


 


(g)       Conditions
of Sale.


 


(i)       
Each Limited Partner participating in the Tag-along Sale shall receive the same consideration per percentage of Limited
Partner Interest after deduction of such Limited Partner’s proportionate share of the related expenses in accordance
with 8.4(i) below.


 


(ii)       Each
Tag-along Limited Partner shall make or provide the same representations, warranties, covenants, indemnities and agreements as
the Selling Partner makes or provides in connection with the Tag-along Sale; provided, that each Tag-along Limited Partner
shall only be obligated to make individual representations and warranties with respect to its title to and ownership of the applicable
Limited Partner Interests, authorization, execution and delivery of relevant documents, enforceability of such documents against
the Tag-along Limited Partner, and other matters relating to such Tag-along Limited Partner, but not with respect to any of the
foregoing with respect to any other Limited Partners or their Limited Partner Interests; provided, further, that
all representations, warranties, covenants and indemnities shall be made by the Selling Partner and each Tag-along Limited Partner
severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Selling
Partner and each Tag-along Limited Partner, in each case in an amount not to exceed the aggregate proceeds received by the Selling
Partner and each such Tag-along Limited Partner in connection with the Tag-along Sale.


 


(h)       Cooperation.
Each Tag-along Limited Partner shall take all actions as may be reasonably necessary to consummate the Tag-along Sale, including,
without limitation, entering into agreements and delivering certificates and instruments, in each case, consistent with
the agreements being entered into and the certificates being delivered by the Selling Partner, but subject to 8.4(g)(ii).


 


(i)    
   Expenses. The fees and expenses of the Selling Partner incurred in connection with a Tag-along Sale
and for the benefit of all Tag-along Limited Partners (it being understood that costs incurred by or on behalf of a Selling
Partner for its sole benefit will not be considered to be for the benefit of all Tag-along Limited Partners), to the extent
not paid or reimbursed by the Partnership or the Proposed Transferee, shall be shared by the Selling Partner and all the
participating Tag-along Limited Partners on a pro rata basis, based on the consideration received by each such Limited
Partner; provided, that no Tag-along Limited Partner shall be obligated to make any out-of-pocket expenditure prior to
the consummation of the Tag-along Sale.


 






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(j)     
  Consummation of Sale. The Selling Partner shall have sixty (60) days following the expiration of the
Tag-along Period in which to consummate the Tag-along Sale, on terms not more favorable to the Selling Partner than those set
forth in the Tag-along Notice (which such 60-day period may be extended for a reasonable time not to exceed ninety (90) days
to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority). If at the end
of such period the Selling Partner has not completed the Tag-along Sale, the Selling Partner may not then effect a Transfer
that is subject to this 8.4 without again fully complying with the provisions of this 8.4.


 


(k)        Transfers
in Violation of the Tag-along Right. If the Selling Partner sells or otherwise Transfers to the Proposed Transferee any of
its Limited Partner Interests in breach of this 8.4, then each Tag-along Limited Partner shall have the right to sell to the Selling
Partner, and the Selling Partner undertakes to purchase from each Tag-along Limited Partner, the percentage of Limited Partner
Interests of each applicable class or series that such Tag-along Limited Partner would have had the right to sell to the Proposed
Transferee pursuant to this 8.4, for an amount and form of consideration and upon the terms and conditions on which the Proposed
Transferee bought such Limited Partner Interests from the Selling Partner, but without indemnity being granted by any Tag-along
Limited Partner to the Selling Partner; provided, that nothing contained in this 8.4(k) shall preclude any Limited Partner
from seeking alternative remedies against such Selling Partner as a result of its breach of this 8.4. The Selling Partner shall
also reimburse each Tag-along Limited Partner for any and all reasonable and documented out-of-pocket fees and expenses, including
reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Tag-along Limited Partner’s
rights under this 8.4(k).


 


ARTICLE IX 


DURATION AND TERMINATION


 


9.1       Duration.
The Partnership shall terminate and be dissolved in the event that the General Partner has not entered into a definitive agreement
to acquire the Company by December 31, 2018, on the fifteenth anniversary of the Initial Closing Date, or at such earlier date
as set forth in Section 9.3; provided, that the Term of the Partnership may be extended in the reasonable discretion of
the General Partner for up to three additional one-year periods as required for the Partnership to achieve its purposes or to allow
for an orderly termination and liquidation of the Partnership’s investments; provided, further, that the Term of the Partnership
shall be terminated and the Partnership shall be dissolved upon a sale of substantially all of the Partnership’s assets.


 


9.2       Omitted.


 


9.3       Early
Termination of the Partnership. Disinterested Limited Partners holding at least 66-2/3% of the Disinterested Limited Partner
Interests may terminate the Partnership by delivering a written notice to the General Partner to such effect within 30 days after
notice of the occurrence of any of the following events: (i) the General Partner or the Investment Manager has been convicted of
fraud, embezzlement or a similar felony involving misappropriation of funds in connection with the business of the Partnership
or the Company; (ii) the General Partner (A) files a voluntary petition in bankruptcy, (B) is involuntarily dissolved and commences
its winding up, or (C) consents to or acquiesces to the appointment of a trustee, receiver or liquidator of the General Partner
in connection with a receivership or bankruptcy proceeding; (iii) the General Partner has entered against it an order for relief
in a federal bankruptcy proceeding which order is not stayed, vacated or dismissed within 120 days; (iv) the General Partner has
either (a) breached any of its material fiduciary duties to the Partnership under applicable law or (b) materially breached this
Agreement and such breach is not cured within 30 days (or in the process of being cured within 30 days and is cured within 90 days)
after receipt by the General Partner of written notice with respect thereto from Limited Partners holding at least a majority of
the Disinterested Limited Partner Interests; or (v) the General Partner has been determined by a court a competent jurisdiction
to have been grossly negligent or willfully malfeasant with respect to the Partnership and such gross negligence or willful malfeasance
has a material and adverse effect on the conduct of the Partnership’s business (each individually, a “Cause Event”);
provided that Disinterested Limited Partners holding at least 66-2/3% of the Disinterested Limited Partner Interests may instead
designate a successor General Partner and continue the Partnership rather than terminate the Partnership.


 






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9.4       Liquidation
of the Partnership.


 


(a)       Liquidation.
Upon termination and dissolution, the Partnership shall be liquidated in an orderly manner in accordance with the provisions of
this Agreement and the Delaware Partnership Act. The General Partner shall be the liquidator to wind up the affairs of the Partnership
pursuant to this Agreement or, if the General Partner is not able to act as the liquidator or the Partnership has been terminated
by either of the Principals or Limited Partners pursuant to Section 9.3, a liquidator previously designated by the General Partner
shall act as such, provided that a majority in interest of Disinterested Limited Partners may appoint an alternative liquidator.
The General Partner or liquidator shall use reasonable efforts to sell all securities which are not Freely Tradable Securities
prior to the termination and dissolution of the Partnership.


 


(b)       Final
Allocation and Distribution. Following termination and dissolution of the Partnership (whether pursuant to Section 9.1
or otherwise) and upon liquidation and winding up of the Partnership, the General Partner shall make a final allocation of all
items of income, gain, loss and expense in accordance with Article III hereof, and the Partnership’s liabilities and obligations
to its creditors shall be paid or adequately provided for prior to any distributions to the Partners. After payment or provision
for payment of all liabilities and obligations of the Partnership, the remaining assets, if any, shall, subject to the second to
the last sentence of Section 3.3(b), be distributed among the Partners as provided in Article IV hereof.


 


(c)       Clawback
of Tax Distributions After Shortfall. (i) Notwithstanding anything to the contrary in this Agreement, upon the final distribution
of the assets of the Partnership (a “Clawback Event”), if there have been any Tax Distributions which
have not been offset by subsequent distributions of Carried Interest as provided in Section 4.3(b) (such outstanding Tax Distributions,
the “Shortfall”), then the General Partner shall return to the Partnership, on a cumulative basis and
without duplication, an amount equal to the lesser of (A) the Shortfall or (B) the Usable Tax Loss Benefit (the lesser of the two
being termed the “Clawback Amount”).


 


(ii)       The
following procedure will be used to calculate the Usable Tax Loss Benefit. The “Applicable Hypothetical Entity” will
be a hypothetical taxable individual residing in Milton, Massachusetts with no income except as arising under this Agreement and
as described in the next sentence. The Applicable Hypothetical Entity is assumed to own 100% of the General Partner and the general
partners or similar managing entity (e.g., managing member) of any underlying fund managed by the General Partner which engage
in or receive income or gains or losses from investment management activity or the owning of investments. For the purposes of calculating
its income, the Applicable Hypothetical Entity shall disregard expenses for compensation (salary, bonus, guaranteed payments, benefits,
etc.) in excess of $450,000 (adjusted upwards by 5% for each subsequent year) per partner (for Brian R. Kahn and Andrew M. Laurence)
per year. The independent tax accountants of the General Partner will calculate two hypothetical tax returns for the Applicable
Hypothetical Entity: one which makes appropriate use of any losses (of whatever tax character) resulting from the allocation of
loss under this Agreement or any losses recognized as a result of the termination of this Agreement, and a second return which
omits such losses. For the avoidance of doubt, no losses allocated to the Applicable Hypothetical Entity under this Agreement in
the years prior the Clawback Event shall be included in the second return described above. The independent tax accountant shall
make note of the amount of losses so utilized in the applicable year.


 


(iii)      The
amount by which the cash taxes payable by the Applicable Hypothetical Entity calculated including the losses is less than the cash
taxes payable by the Applicable Hypothetical Entity disregarding the losses shall be called the “Usable Tax Loss Benefit.”
To the extent such losses would not give rise to a corresponding Usable Tax Loss Benefit in the year of the Clawback Event, similar
computations shall be made in each succeeding calendar year until the earlier of (A) such time as such Tax Losses have given rise
to Usable Tax Loss Benefits (B) such time at which the Shortfall has been fully returned to the Partnership or (C) 3 full taxable
years following the date of termination and dissolution of the Partnership (and for the avoidance of doubt, not including the year
in which the termination and dissolution of the Partnership occurs). The hypothetical tax return for each subsequent year shall
assume the use of the noted losses in prior hypothetical years. In no event shall the cumulative amount returned to the Partnership
exceed 100% of the cumulative amount of all Tax Distributions made to the General Partner by the Partnership.


 


(iv)      The
amount of Usable Tax Loss Benefit payable to the Partnership will be paid within thirty (30) days following the earlier of (A)
the actual U.S. Federal filing tax date by the General Partner for the year in question, or (B) the normal U.S. Federal filing
tax deadline of the applicable year, including any automatic extensions.




 






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(v)       To
the extent that the Clawback Amount is not paid in full upon the occurrence of the Clawback Event, the General Partner and any
Affiliate (or successor entity or person, as the case may be) shall, upon request, provide the Partnership with information reasonably
sufficient to verify that the calculations described above are accurate in all material respects


 


ARTICLE X 


VALUATION OF ASSETS


 


10.1     Normal
Valuation. Whenever the value of any Partnership asset or property is to be determined for the purpose of making distributions
or allocations pursuant to this Agreement or for any other Partnership purpose, such determination shall be made by the General
Partner consistent with the provisions of Financial Accounting Standards Board Accounting Standards Codification 820, “Fair
Value Measurements” (as the same may be modified in the future and including any successor codification, “ASC
820”).


 


10.2     Omitted.


 


ARTICLE XI 


BOOKS OF ACCOUNTS; MEETINGS


 


11.1     Books.
The Partnership shall maintain complete and accurate books of account of the Partnership’s affairs at the Partnership’s
principal office or the offices of the Partnership’s third party administrator, which books shall be open to inspection,
by any Partner (or its authorized representative) at any time during ordinary business hours following reasonable prior notice.


 


11.2     Fiscal
Year. The fiscal year of the Partnership shall be the calendar year, unless otherwise determined by the General Partner.


 


11.3     Reports.
The General Partner or Investment Manager shall furnish the Limited Partners:


 


(a)       within
45 days after the end of each of the first three fiscal quarters of each fiscal year, an unaudited quarterly financial statement
for the Partnership for such quarter showing the Partnership’s estimated net asset value and the estimated amount, if any,
of UBTI earned by the Partnership during such fiscal quarter;


 


(b)       within
120 days after the end of each fiscal year, financial statements for the Partnership for such year (audited by a firm of independent
certified public accountants of recognized national standing that is registered and subject to inspection by the Public Company
Accounting Oversight Board, selected by the General Partner and conducted in accordance with generally accepted auditing standards
and accounting principles generally accepting in the United States) beginning with the initial period ending on the first December
31 after the Initial Closing Date; and


 


(c)       within
90 days after the end of each fiscal year, the Partnership’s tax return, including Schedule K-1, which shall state the amount,
if any, of UBTI earned by the Partnership during such fiscal year. 


 


In addition to the documents described
in this Section 11.3, at the Partnership’s expense the General Partner shall furnish (i) to each ERISA Partner that so requests,
on the date of the Partnership’s first investment in the Company and, thereafter, as of a date within each of the Partnership’s
annual valuation periods succeeding the date of the Partnership’s first investment in the Company, a certificate from the
Partnership evidencing its compliance with the VCOC exception or another exception or exemption from “plan assets”
treatment under the ERISA or the Plan Asset Regulations and (ii) to each Limited Partner as promptly as practicable such additional
information concerning the Partnership, distributions by the Partnership, and valuations of Partnership assets and investments
as such Limited Partner may reasonably request from time to time. In addition thereto, in the event of a change of accountants
by the Partnership, the General Partner shall request that such accountants promptly send a written notice to each Limited Partner
stating that there are no circumstances connected with their replacement which they consider should be brought to the attention
of the Limited Partners or, if such circumstances exist, a statement of such circumstances.




 






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11.4     Omitted.


 


11.5     Tax
Allocation.


 


(a)       All
income, gains, losses, deductions and credits of the Partnership shall be allocated, for federal, state and local income tax purposes,
among the Partners in accordance with the allocation of such income, gains, losses, deductions and credits among the Partners for
computing their Capital Accounts, except that if any such allocation for tax purposes is not permitted by the Code or other applicable
law, the Partnership’s subsequent income, gains, losses, deductions and credits shall be allocated among the Partners for
tax purposes so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.


 


(b)       If
any Partner is treated for income tax purposes as realizing ordinary income because of receipt of his or her Partnership interest
(whether or not under §83 of the Code or any similar provisions of any law, rule or regulation or any other applicable law,
rule, regulation or doctrine) and the Partnership is entitled to any offsetting deduction, the Partnership’s deduction shall
be allocated among the Partners in such manner as to, as nearly as possible, offset such ordinary income realized by such Partner.


 


(c)       Notwithstanding
any other provision of this Agreement, if a Partner unexpectedly receives an adjustment, allocation or distribution described in
Treasury Regulation §1.704-1(b)(2)(ii)(d)(4), (5) or (6) which gives rise to a negative Capital Account (or which would give
rise to a negative Capital Account when added to expected adjustments, allocations or distributions of the same type), such Partner
shall be allocated items of income and gain in an amount and manner sufficient to eliminate such deficit balance as quickly as
possible; provided, that the Partnership’s subsequent income, gains, losses, deductions and credits shall be allocated
among the Partners so as to achieve as nearly as possible the results that would have been achieved if this Section 11.5(c) had
not been in this Agreement, except that no such allocation shall be made which would violate the provisions or purposes
of Treasury Regulation §1 .704-1 (b).


 


11.6     Partnership
Representative. The General Partner shall be designated on the Partnership’s annual Federal information tax return,
and have full powers and responsibilities as the “Partnership Representative” of the Partnership for
the purposes of Code § 6223 and the Treasury Regulations thereunder. The General Partner may, in its absolute discretion,
appoint a different Partnership Representative and replace the Partnership Representative from time to time. The Partnership Representative
shall have sole authority to take such actions on behalf of the Partnership in any and all proceedings with the Internal Revenue
Service and other tax authorities as it, in its reasonable business judgment, deems to be in the best interests of the Partnership
without regard for whether such actions result in a settlement of tax matters favorable to some Partners and adverse to other
Partners. The Partnership Representative shall hire such attorneys, accountants and other professionals at Partnership expense
as it deems appropriate to determine and defend the positions taken by the Partnership for tax purposes, and shall be entitled
to be reimbursed by the Partnership for all costs and expenses incurred in connection with any such proceeding and to be indemnified
by the Partnership (solely out of Partnership assets) with respect to any action brought against it in connection with the settlement
of any such proceeding. 


 


11.7   Audit Procedures.
“11.7Audit Procedures” For purposes of this Section 11.7, unless otherwise specified, all references to provisions
of the Code shall be to such provisions as enacted by the Bipartisan Budget Act of 2015 as such provisions may subsequently be
modified:


 


(a)       In
its capacity as the Partnership’s designated “partnership representative” within the meaning of Code § 6223
and without limiting any other authority granted under this Agreement, the Partnership Representative shall have sole authority
to act on behalf of the Partnership for purposes of Subchapter C of Chapter 63 of the Code and any comparable provisions of state
or local income tax laws.




 






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(b)       If
the Partnership qualifies to elect pursuant to Code Section 6221(b) to have Subchapter C of Chapter 63 of the Code not apply to
any federal income tax audits and other proceedings, the Partnership Representative shall have discretionary authority to cause
the Partnership to make such election.


 


(c)       If
any “partnership adjustment” (as defined in Code Section 6241(2)) is determined with respect to the Partnership, the
Partnership Representative shall determine whether to file a petition in Tax Court, cause the Partnership to pay the amount of
any such adjustment under Code Section 6225, or make the election under Code Section 6226.


 


(d)       If
any “partnership adjustment” (as defined in Code Section 6241(2)) is finally determined with respect to the Partnership
and the Partnership Representative has not caused the Partnership to make the election under Code Section 6226, then (i) the Limited
Partners shall take such actions requested by the Partnership Representative, including filing amended tax returns and paying any
tax due in accordance with Code Section 6225(c)(2); (ii) the Partnership Representative shall use commercially reasonable efforts
to make any modifications available under Code Section 6225(c)(3), (4) and (5); and (iii) any “imputed underpayment”
(as determined in accordance with Code Section 6225) or partnership adjustment that does not give rise to an imputed underpayment
shall be apportioned among the Limited Partners of the Partnership for the taxable year in which the adjustment is finalized in
such manner as may be necessary (as determined by the Partnership Representative in good faith) so that, to the maximum extent
possible, the tax and economic consequences of the adjustment and any associated interest and penalties are borne by the Partners
based upon their interests in the Partnership for the reviewed year.


 


(e)   
    If any subsidiary of the Partnership (i) pays any partnership adjustment under Code Section 6225;
(ii) requires the Partnership to file an amended tax return and pay associated taxes to reduce the amount of a partnership
adjustment imposed on the subsidiary, or (iii) makes an election under Code Section 6226, the Partnership Representative
shall cause the Partnership to make the administrative adjustment request provided for in Code Section 6227 consistent with
the principles and limitations set forth in Sections 1(c)-(d) above for partnership adjustments of the Partnership, and the
Limited Partners shall take such actions reasonably requested by the Partnership Representative in furtherance of such
administrative adjustment request.


 


(f)     
  The obligations of each Limited Partner or former Limited Partner under this Section 11.7 shall survive the
transfer or redemption by such Limited Partner of its Interest and the termination of this Agreement or the dissolution of
the Partnership.


 


ARTICLE XII 


CERTIFICATE OF LIMITED PARTNERSHIP; POWER
OF ATTORNEY


 


12.1     Certificate
of Limited Partnership. The General Partner has previously caused a Certificate of Limited Partnership within the meaning
of the Delaware Partnership Act (the “Certificate”) to be filed and recorded in the office of the Secretary
of State of the State of Delaware and, promptly following the execution and delivery of this Agreement by the Partners, to the
extent required by applicable law, the General Partner shall cause the Certificate, to be filed in the appropriate place in each
state in which the Partnership may hereafter establish a place of business, but the Partnership shall not be obligated to provide
the Limited Partners with a copy of any amendment to or restatement of the Certificate. The General Partner shall also cause to
be filed, recorded and published, such statements, notices, certificates, statements or other instruments required by any provision
of any applicable law which governs the formation of the Partnership or the conduct of its business from time to time.


 






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12.2     Power
of Attorney. Each of the undersigned does hereby constitute, appoint and grant to the General Partner, and each person
who is or hereafter becomes a general partner of the General Partner, full power to act without the others, as its true and lawful
representative and attorney-in-fact, in its name, place and stead, to make, execute, sign, acknowledge and deliver or file (in
each case, so long as such person continues to be a general partner): (a) the Certificate, (b) any amendment to, modification to,
restatement of, or cancellation of the Certificate, (c) all instruments, documents and certificates which may from time to time
be required by any law to effectuate, implement and continue the valid and subsisting existence of the. Partnership, and (d) all
‘instruments, documents and certificates which may be required to effectuate the dissolution and termination of the Partnership.
The powers of attorney granted herein shall be deemed to be coupled with an interest, shall be irrevocable and shall survive the
death, incompetency, disability or dissolution of a Limited Partner. Without limiting the foregoing, the powers of attorney granted
herein shall not be deemed to constitute a written consent of any Limited Partner for purposes of Section 13.1.


 


ARTICLE XIII 


MISCELLANEOUS


 


13.1     Amendments.
This Agreement may be amended only by the written consent of the General Partner and the Partners representing at least a majority
of the Limited Partner Contributions; provided, that no amendment will be valid as to any Limited Partner which alters or
modifies Section 7.1 (to the extent that such amendment alters or modifies the limited liability of any Limited Partner), Section
12.2, this Section 13.1, or which increases or decreases such Limited Partner’s Capital Contribution, without the written
consent of such Limited Partner; provided, further, that no amendment which would alter the provisions of Sections
6.4 or 6.5 and which would materially and adversely affect any Limited Partner’s interest shall be valid without the consent
of Partners representing at least a majority of the Limited Partner Contributions materially and adversely affected by such amendment.
Notwithstanding anything in this Agreement to the contrary, this Agreement may be amended by the General Partner in order to cure
any ambiguity, provide clarity or to correct or supplement any provision herein which may be defective or inconsistent with any
other provisions herein or in a manner which does not materially and adversely affect any current Limited Partner without such
Limited Partner’s consent. The Partnership shall use reasonable efforts to provide to the Partners copies of each amendment
to the Agreement within 30 days after the date of such amendment.


 


13.2     Successors.
Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the Partners and their legal
representatives, heirs, successors and assigns.


 


13.3     Governing
Law; Severability. This Agreement shall be construed in accordance with the laws of the State of Delaware, and, to the
maximum extent possible, in such manner as to comply with all the terms and conditions of the Delaware Partnership Act. If it is
determined by a court of competent jurisdiction that any provision of this Agreement is invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


13.4     Notices.
All notices, demands and other communications to be given and delivered under or by reason of provisions under this Agreement
shall be in writing and shall be deemed to have been given when personally delivered, sent by telecopy or express overnight courier
service, or mailed by first class mail, return receipt requested, to the addresses or telecopy numbers set forth in their Subscription
Agreement or to such other address or telecopy number as has been indicated to the General Partner. 


 


13.5     Legal
Counsel. Each Partner hereby agrees and acknowledges that:


 


(a) 
      The General Partner has retained Davis Gillett Mottern & Sims LLC to represent the
General Partner in connection with the formation of the Partnership and may retain Davis Gillett Mottern & Sims LLC in
connection with the operation of the Partnership, including making, holding and disposing of investments.


 


(b)       Davis
Gillett Mottern & Sims LLC represents the General Partner and Investment Manager and does not and will not represent the Partnership
itself or the Limited Partners in connection with the formation of the Partnership or the offering of Limited Partner Interests,
the management or operation of the Partnership or with respect to any dispute which may arise between the Partnership itself or
the Limited Partners on one hand and the General Partner and/or the Partnership on the other (the “Partnership Legal
Matters”), and the Partnership will not have independent legal counsel. Each Limited Partner will, if it wishes counsel
on a Partnership Legal Matter, retain its own independent counsel with respect thereto and will pay all fees and expenses of such
independent counsel.




 






    A-27 


     


    

 


13.6     Entire
Agreement. Except as otherwise agreed by a Limited Partner and the General Partner in writing, this Agreement, together
with the documents expressly referred to herein (including, for the avoidance of doubt, each Limited Partner’s Subscription
Agreement), each as amended or supplemented from time to time, constitutes the entire agreement among the parties hereto with respect
to the subject matter herein or therein, and supersedes any prior agreement or understanding among the parties hereto; provided,
that the General Partner, on its own behalf or on behalf of the Partnership, without any further act, approval or vote of any Partner,
may enter into side letters or other writings (“Side Letters”) with certain Limited Partners which shall have the effect
of establishing rights under, or altering or supplementing, the terms of, and shall be deemed included in, this Agreement or any
Subscription Agreement with respect to such Limited Partner. For example (and without limitation), such Side Letters may provide
for waiver of the minimum commitment, special rights to additional information about the Partnership (including information about
portfolio investments), payment of a management fee, and reduced or rebated Carried Interest. The parties hereto agree that any
rights established, or any terms of this Agreement or of any Subscription Agreement altered or supplemented in a Side Letter with
a Limited Partner shall govern solely with respect to such Limited Partner (but not any of such Limited Partner’s assignees
or transferees unless so specified in such Side Letter) notwithstanding any other provision of this Agreement.


 


13.7     Miscellaneous.
Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this
Agreement. This Agreement may be executed in any number of counterparts, any one of which need not contain the signatures of more
than one party, but all of such counterparts together shall constitute one agreement. Wherever from the context it appears appropriate,
each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in any of
the masculine, the feminine or the neuter gender shall include the masculine, feminine and neuter.


 


13.8     No
Third Party Beneficiaries. No person or entity which is not a party hereto shall have any rights or obligations pursuant
to this Agreement except as provided in Article VII.


 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be signed as of the date first above written.


 





	 	General
                    Partner: 



	 	VINTAGE RODEO GP, LLC
	 	 	 
	 	By:	/s/
    Brian R. Kahn
	 	Name: Brian R. Kahn
	 	Title: Manager



 


Limited Partners: 


Each subscriber who signs a Limited Partnership
Agreement 


Signature Page in the form attached to
such subscriber’s 


Subscription Agreement and who is accepted
as a Limited 


Partner by the General Partner shall become
a party to this 


Agreement and a Limited Partner.


 



    A-28 


     


    


 





Vintage
Rodeo, L.P.


Amendment
Agreement


to


Subscription
Agreement and Questionnaire


 


Vintage Rodeo GP, LLC


4705 S. Apopka Vineland Rd.


Suite 206


Orlando, Florida 32819


 


Ladies and Gentlemen:


 


The undersigned (“Investor”)
has previously delivered to Vintage Rodeo GP, LLC, as the general partner (the “General Partner”) of
Vintage Rodeo, L.P. (the “Partnership”), a Subscription Agreement and Questionnaire (the “Subscription
Agreement”) and the Limited Partnership Agreement of the Partnership (the “LPA”) each dated
May 24, 2018. Investor hereby consents to modifications of the terms of the Subscription Agreement, the amendment and restatement
of the LPA in the form attached as Appendix A and the revision of the Offering Conditions set forth in the Subscription Agreement:


 


1.             The
Partnership is offering its common limited partnership interests (“Common Interests”) and up to $170,000,000
of 13% preferred limited partnership interests (the “Preferred Interests”) in an aggregate amount of
up to $710,000,000, provided that no sale of Common Interests or Preferred Interests will occur and the General Partner shall not
call for payments of Contribution Amounts (as defined in the Subscription Agreement) until the following conditions (the “Offering
Conditions”) have been satisfied:


 


Condition
1: The execution and delivery of an Agreement and Plan of Merger (as the same may be amended, modified or restated in accordance
with the terms thereof, the “Merger Agreement”), by and among Vintage Rodeo Parent, LLC, a Delaware limited
liability company (“Parent”), Vintage Rodeo Acquisition, Inc., a Delaware corporation and a wholly owned
Subsidiary of Parent (“Merger Sub”), and the Target Company;


 


Condition
2: The General Partner has accepted aggregate subscriptions payable in cash for at least $610,000,000 of Common Interests and Preferred
Interests, of which up to $170,000,000 may be Preferred Interests, by the termination date specified in the Merger Agreement (initially
6 months with 2 potential 3-month extensions, the “Offering Termination Date”), provided that the minimum
cash Offering amount may be reduced to the extent a lesser cash amount is required pursuant to the Guarantee (as defined below);


 


Condition
3: The execution and delivery by the Partnership to the Target Company of the Equity Commitment Letter (as defined in the Merger
Agreement) and the execution and delivery by the General Partner to the Target Company of a limited guarantee (the “Guarantee”)
of certain of Parent’s and Merger Sub’s obligations under the Merger Agreement and the Transaction Documents (as defined
in the Merger Agreement), in form and substance acceptable to the Target Company;


 


Condition
4: The satisfaction, or waiver by Parent, Merger Sub or the Target Company, as applicable, of the conditions to Parent’s,
Merger Sub’s or the Target Company’s obligations to consummate the transactions contemplated by the Merger Agreement;
and


 






     


     


    

 


Condition
5: Prior to the Closing (as defined in the Merger Agreement) and subject to the occurrence of the Closing (the “Contribution
Date”), all of the holders of issued and outstanding equity interests (“Buddy’s Interests”)
of Buddy’s Newco, LLC, a Delaware limited liability company (“Buddy’s”), shall have transferred
and conveyed to the Partnership all of their Buddy’s Interests such that the Partnership shall be the sole owner of the Buddy’s
business in exchange for an aggregate of $100,000,000 of Common Interests (the “Buddy’s Contribution”);


 


2.             This
agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted, construed and enforced
in accordance with the substantive laws of State of Delaware without regard to the conflicts of law principles thereof. If any
term or other provision of this letter agreement is invalid, illegal or incapable of being enforced by any rule or law, or public
policy, (a) such term or other provision shall be fully separable, (b) this letter agreement shall be construed and enforced as
if such invalid, illegal or unenforceable provision had never comprised a part hereof, and (c) all other conditions and provisions
of this letter agreement shall nevertheless remain in full force and effect so long as either the economic or legal substance of
the transactions contemplated by this letter agreement is not affected in any manner materially adverse to any party or such party
expressly waives its rights in writing under this letter agreement with respect thereto. Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify
this letter agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the
end that the transactions contemplated by this letter agreement are fulfilled to the fullest extent possible.


 


3.             In
the event of any inconsistency between this agreement and the terms and conditions of the Subscription Agreement, the terms and
conditions of this agreement shall control.


 


4.             This
agreement is solely for the benefit of the parties hereto, and will not be assignable by any party without the prior written consent
of the other parties; provided that this agreement shall be binding upon and inure to the benefit of any transferee/assignee
to whom all or any part of the Investor’s limited partnership interest in the Partnership is transferred as permitted by
the terms of the Partnership Agreement and this letter agreement. The Partnership agrees that if the General Partner is no longer
the general partner of the Partnership, any substitute or replacement general partner, as a condition to becoming a general partner
of the Partnership, shall be required to execute an instrument acknowledging its binding obligations under this letter agreement.


 


5.             This
agreement, together with the Subscription Agreement and the amended and restated LPA, represent the entire agreement of the parties
with respect to the subject matter thereof. This agreement may not be amended except in writing by a subsequent written agreement
executed by all parties hereto that expressly references this letter. This agreement may be signed in multiple counterparts. Counterparts
may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN
Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have
been duly and validly delivered and be valid and effective for all purposes.


 


If you are
in agreement with the terms of this letter agreement and consent to the amendment and restatement of the LPA in the form
attached as Appendix A, please forward an executed copy of this letter agreement to the undersigned.



 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 






     2


     


    

 





	 	Very truly yours,
	 	 
	 	VINTAGE RODEO, L.P.
	 	 
	 	By:        	Vintage Rodeo GP, LLC, General
Partner



 

	 	By: 	/s/ Brian R. Kahn
	 	Name: Brian R. Kahn
	 	Title:  Manager


 


	 	VINTAGE RODEO GP, LLC
	 	 	 	 
	 	 	By: 	/s/ Brian R. Kahn
	 	 	Name: Brian R. Kahn
	 	 	Title:  Manager



 

	 	VINTAGE CAPITAL MANAGEMENT, LLC
	 	 	 	 
	 	 	By: 	/s/ Brian R. Kahn
	 	 	Name: Brian R. Kahn
	 	 	Title:  Managing Member



 






     


     


    

 

	Accepted and agreed to as of	 
	the date first above written:	 
	 	 	 
	B. RILEY FINANCIAL, INC.	 
	 	 	 
	By: 	/s/ Bryant
    Riley	 
		Name: Bryant Riley	 
		Title: CEO