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SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SQUAREBOX VENTURE GROUP THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT is made and entered into as of ________________, 2012, by and among John Doe Franchise, L.P., a California limited partnership, having its principal place of business at 2 Pleasentville Road, Ventura, CA 93007 ( John Doe ), Plantersville LLC, a California limited liability company, having its principal place of business at 1234 Mariann Lane, Spring,
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  SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SQUAREBOX VENTURE GROUP THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT is made and entered into as of ________________, 2012, by and among John Doe Franchise, L.P., a California limited partnership, having its principal place of business at 2 Pleasentville Road, Ventura, CA 93007 ( John Doe ), Plantersville LLC, a California limited liability company, having its principal place of business at 1234 Mariann Lane, Spring, Texas 77373 ( Plantersville ) and Brendan Shane Franchise, LLC, (“Brendan”)  a California limited liability company, having its principal place of business at 2 Pleasantville Road, Ventura, CA 93007 ( DDF ), for the purpose of continuing SquareBox Franchise Venture, LP (the Partnership ) as  partners in the Partnership and by John Doe Real Estate Investment Fund II, L.P., a California limited partnership, having its principal place of business at 2 Pleasentville Road, Ventura, CA 93007 ( Fund I ) not as a partner but to agree to certain provisions of this Agreement as set forth on its signature page hereto, all in accordance with the provisions hereinafter set forth. RECITALS WHEREAS, the Partnership was srcinally named Rocko-Franchise Limited Partnership, and was formed by filing a Certificate of Limited Partnership with the office of the Department of State of the Commonwealth of Pennsylvania pursuant to the Pennsylvania Act on December 2, 1976; WHEREAS, on July 29, 2012, John Doe Worldwide Services, Inc., a New York Corporation ( MMWS ) and Sunshine Investments Limited, LLC, a California limited liability company ( Sunshine ) together with all of the then existing partners of Rocko-Franchise Limited Partnership entered into an Agreement to Ventura Partnership Interests by and among Rocko-Franchise Limited Partnership, William Duane, Benjamin Duane, Alan Tunekey, Thomas Duane, Andrew Duane and a trust F/B/O X. Kerbert Smith, and  NOW, THEREFORE, in consideration of the mutual agreements, promises and undertakings hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, DDF, John Doe and Plantersville agree that the following shall constitute the Second Amended and Restated Limited Partnership Agreement of the Partnership and shall supercede all prior agreements with respect hereto in their entirety: ARTICLE I Definitions The following terms, as used herein, shall have the following respective meanings: 1.1   Additional Contributed Equity. means, with respect to any Partner the amount of capital contributed by such Partner to the Partnership in accordance with Section 3.4 of this Agreement.  1.2   Adjusted Capital Account Balance. means, with respect to any Partner for any  period, the balance, if any, in such Partner's Capital Account as of the end of such period, after giving effect to the following adjustments: (a)   Credit to such Capital Account any amounts that such Partner is obligated to restore or is deemed obligated to restore as described in the penultimate sentences of Regulation Section 1.704-2(g)(1) and 1.704-2(i)(5); and (b)   Debit to such Capital Account the items described in Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). 1.3   Affiliate. means with respect to any Person, a second Person which is controlled  by, controls or is under common control with such first Person and, with respect to the Partnership, any constituent party of the Partnership. For purposes of the foregoing, control of any Person means the power to direct the management and policies of such Person, whether by the ownership of voting securities, by contract or otherwise. ARTICLE II Distributions 2.1   Distributor. Except as provided in Sections 5.2 and 5.3, the Partnership shall, to the extent available, make distributions of Net Cash Flow on a quarterly basis to the Partners, pro rata, in accordance with their Percentage Interests. (a)   Except as provided in Sections 5.2 and 5.3, the Partnership shall make distributions of Net Proceeds from Capital Transactions to the Partners as follows: (i) First, to the Partners, pro rata, in accordance with their Percentage Interests until an amount equal to the difference between (A) $77,000,000 and (B) the sum of all  principal payments made by the Partnership under the First Mortgage Loan has been distributed  pursuant to this Section 5.1(b)(i); (ii) Second, to the Partners, pro rata, in accordance with their Alternative Percentage Interests until an amount equal to $10,000,000 has been distributed pursuant to this Section 5.1(b)(ii); and 2.2   Distributions in Liquidation. Subject to the provisions of Article XIX, upon the dissolution and winding-up of the Partnership, the proceeds of sale and other assets of the Partnership shall be distributed, not later than the latest time specified for such distributions  pursuant to Regulation Section 1.704-l(b)(2)(ii)(b)(2), to the Partners in accordance with the order of priority as set forth in Section 5.1(b) hereof. 2.3   Offset Against Distributions. In the event any of the John Doe Indemnifying Parties (as defined in the Investment Agreement) has any liability or obligation to the Purchaser Indemnified Parties (as defined in the Investment Agreement) or any claim relating to such liability or obligation has been asserted under Article 9 of the Investment Agreement,  Plantersville may elect by written notice to the Partnership to cause the distributions to John Doe and DDF to be reduced to the extent of but not in excess of the amount of such liability or obligation or claim and such amounts shall be placed in escrow until a final determination of such liability or obligation or claim and upon such final determination shall be applied against such liability or obligation to the extent of such liability or obligation and the remainder shall be  paid to John Doe and DDF. ARTICLE III Rights and Obligations of Partners 3.1   Limited Liability. No Limited Partner shall be personally liable for any debts, liabilities, or obligations of the Partnership; provided that each Partner shall be responsible (i) for the making of any capital contributions required to be made to the Partnership by such Partner  pursuant to the terms hereof and (ii) for the amount of any distribution made to such Partner that must be returned to the Partnership pursuant to the terms hereof or the Pennsylvania Act. 3.2   Liability of a Partner to the Partnership. When a Partner has received a distribution made by the Partnership in violation of this Agreement or the Pennsylvania Act, the Partner is liable to the Partnership for a period of six years after such a prohibited distribution for the amount of the distribution. 3.3   Exculpation. No shareholder, general or limited partner, member or holder of any equity interest in any Partner or manager, officer, director or employee of any of the foregoing, shall be personally liable for the performance of any such Partner's obligations under this Agreement, but the foregoing shall not relieve any shareholder, partner, member, holder of an equity interest, manager, officer, director or employee of any Partner of its obligations to such Partner. ARTICLE IV Management of the Partnership 4.1   The General Partner. Except as provided below, any dispute, controversy or claim asserted by any party against another party arising out of or relating to this Agreement or any document or agreement executed pursuant to this Agreement shall be settled by mediation and arbitration if so requested by any party pursuant to Section 20.2. (a)   The General Partner of the Partnership shall be DDF unless a successor has  been appointed pursuant to the provisions of this Agreement. (b)   Subject to the approval rights described herein, the business and affairs of the Partnership shall be managed exclusively by or under the direction of the General Partner and the power to act for or to bind the Partnership shall be vested exclusively in the General Partner, subject to the General Partner's authority to delegate powers and duties to officers and others as set forth herein. Subject to obtaining any necessary approvals hereunder, the General Partner shall have the power and authority to execute and deliver contracts, instruments, filings, notices, certificates, and other documents of whatsoever nature on behalf of the Partnership (including without limitation, the Certificate of Limited Partnership and any amendments thereto and any other certificates required or permitted to be filed by or on behalf of the Partnership pursuant to  the Pennsylvania Act or like law of any other jurisdiction). Except as otherwise required by applicable law, any such contract, instrument, certificate, or other document shall require the signature of the General Partner or the signature of such employee or agent to whom authority has been delegated by the General Partner. 4.2   Major Decisions. Except as provided below, any dispute, controversy or claim asserted by any party against another party arising out of or relating to this Agreement or any document or agreement executed pursuant to this Agreement shall be settled by mediation and arbitration if so requested by any party pursuant to Section 20.2. (a)    Notwithstanding the general authority of the General Partner under Section 10.1, the following matters ( Major Decisions ) shall require the prior written consent of both Limited Partners (except to the extent a Limited Partner has lost its approval and consent rights  pursuant to Section 3.5 in which case the consent of such Limited Partner shall not be required  pursuant to this Section 10.3). (b)   In the event the Limited Partners are unable to agree as to the approval or disapproval of any Major Decision, the item shall be submitted to and decided by arbitration  pursuant to ARTICLE XX but only to the extent such matter is subject to arbitration pursuant to ARTICLE XX and no action may be taken regarding the subject of the Major Decision if it subject to arbitration pursuant to ARTICLE XX unless and until a decision in such arbitration is rendered or the Limited Partners agree in writing as to the resolution of such matter. ARTICLE V Substituted Partners Any transferee acquiring the Interest of a Partner as permitted under Article XV shall be deemed admitted as a substituted Partner with respect to the Interest transferred concurrently with the effectiveness of the Transfer (provided that such transferee, unless already a Partner, shall, as a condition to such admission, execute a counterpart of this Agreement, agreeing thereby to be  bound by all of the terms and conditions hereof), and such substituted Partner shall be entitled to all of the rights and benefits under this Agreement of the transferor of such Interest. ARTICLE VI Dispute Resolution 6.1   Mediation and Arbitration. Except as provided below, any dispute, controversy or claim asserted by any party against another party arising out of or relating to this Agreement or any document or agreement executed pursuant to this Agreement shall be settled by mediation and arbitration if so requested by any party pursuant to Section 20.2. 6.2   Procedures. Upon written notice by a party to another party of a request for mediation and arbitration hereunder, the parties shall use their best efforts to cause the mediation and arbitration to be conduced in an expeditious manner. Within 30 days of the request for mediation and arbitration, the Partner making such request shall file for mediation pursuant to the American Arbitration Association ( AAA ”).  
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