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2022 Blackpoint Properties LLC - Limited Partnership Agrmt - BP Dune Palms LPLIMITED PARTNERSHIP AGREEMENT OF BP Dune Palms, LP AGREEMENT, made November 7, 2022, among BLACKPOINT PROPERTIES, LLC, a California limited liability company, having an address at 1129 Industrial Avenue, Ste 205, Petaluma, CA 94952 (the "General Partner") and JEFFREY HALBERT, an individual, WILLIAM STEVENSON, an individual, and CSBP, Inc., a California corporation (collectively hereinafter referred to as "Limited Partners"). WITNESSETH: WHEREAS, the parties hereto desire to form a limited partnership pursuant to the laws of the State of California for the purposes hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the General Partner and Limited Partners agree as follows: 1. Formation The parties hereby enter into and form a limited partnership (the "Partnership") pursuant to the provisions of the Uniform Limited Partnership Act of 2008 (the "Act") of the State of California, for the purposes and the period and upon the terms and conditions hereinafter set forth. The General Partner shall be the general partner of the Partnership, and the Limited Partners shall be limited partners thereof. The parties agree to execute, acknowledge, swear to and file a certificate of limited partnership for the Partnership and any other documents required under applicable law. 2. Name The name of the Partnership shall be BP Dune Palms, LP, and all business of the Partnership shall be conducted under said name, or such other name as the General Partner may designate by written notice to the Limited Partners. 3. Purposes The sole purposes of the Partnership are to acquire, own, hold, improve, manage and operate certain real property located at Hwy 111 & Dune Palms Road, La Quinta, California (the "Property"); to incur indebtedness, secured and unsecured; to construct improvements on the Property; to mortgage, finance, refinance, encumber, lease, sell, exchange, convey, transfer or otherwise deal with or dispose of the Property; to enter into and perform contracts and agreements of any kind necessary to, in connection with or incidental to the business of the Partnership; and to carry on any other activities necessary to, in connection with or incidental to the foregoing, as the General Partner in its discretion may deem desirable. As used in this Agreement, the term "mortgage" includes any mortgage, deed of trust, mortgage deed or other similar instrument. The General Partner is hereby authorized to cause the Partnership to acquire the Property pursuant to a Contract of Sale for a purchase price and upon such terms as the General Partner may deem appropriate. The General Partner is authorized to execute and deliver such instruments and to take any and all actions as the General Partner may deem necessary or desirable to acquire and dispose of the Property. 4. Place of Business The principal place of business of the Partnership shall be at 1129 Industrial Avenue, Ste 205, Petaluma, California 94952, or at such other or additional places of business within or outside of the State of California as the General Partner from time to time may designate by written notice to the Limited Partners. The Partnership hereby designates Jeff Halbert, whose address is, 1129 Industrial Avenue, Ste 205, Petaluma, California 94952 as the Registered Agent of the Partnership for service of process. 5. Term The Term of the Partnership shall commence on the date first above written and shall continue in perpetuity, unless sooner terminated as hereinafter provided. 6. Capital Contributions The General Partner shall contribute to the initial capital of the Partnership (the "Capital Contribution") in amounts and at times as needed to facilitate operations of the Partnership. Such Capital Contribution shall be repaid to the General Partner as part of any Capital Transaction or out of the assets of the Partnership. 2 No Partner shall be required to make any additional Capital Contributions. To the extent approved by the General Partner, from time to time, the Partners may be permitted to make Capital Contributions if and to the extent they so desire. 7. Loans and Advances by Partners Any Partner may, upon the approval of the General Partner, advance monies to the Partnership for use in the Partnership's operations. The aggregate amount of such advances shall be an obligation of the Partnership to the Partner who advanced the monies and shall bear interest at the rate of interest determined by the General Partner, provided such rate of interest shall be not less than the lowest rate necessary to avoid the imputation of interest under the Internal Revenue Code nor higher than the maximum rate permitted by the applicable usury law. If any Partner shall loan or advance any funds to the Partnership, such loan or advance shall not be deemed a capital contribution to the Partnership and shall not in any respect increase such Partner's interest in the Partnership. No Partner shall have any personal liability for the repayment of any such loan or advance, and the same shall be collectible only out of the assets of the Partnership. 8. Allocations and Distributions As used in this Agreement, the terms "net profits" and "net losses" shall mean for each fiscal year or other period, an amount equal to the Partnership's taxable income or loss for such year or period, determined in accordance with Internal Revenue Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Internal Revenue Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments: (a) Income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing net profits or net losses pursuant to this definition shall be added to such taxable income or loss; and (b) Any expenditures of the Partnership described in Internal Revenue Code Section 705(a)(2)(B) or treated as Internal Revenue Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing net profits or net losses pursuant to this definition shall be subtracted from such taxable income or loss. The net profits or net losses of the Partnership shall be determined by the Partnership's accountants in accordance with generally accepted accounting principles applied in determining the income, gains, expenses, deductions or losses, as the case may be, reported by the Partnership for Federal income tax purposes. The term "cash receipts" shall mean all cash receipts of the Partnership from whatever source derived, including without limitation capital contributions made by the Partners; the proceeds of any sale, exchange, condemnation or other disposition of all or any part of the Property or other assets of the Partnership; the proceeds of any loan to the Partnership; the pro- ceeds of any mortgage or refinancing of any mortgage on all or any part of the Property or other assets of the Partnership; the proceeds of any insurance policy for fire or other casualty damage payable to the Partnership; and the proceeds from the liquidation of the Property or other assets of the Partnership following a termination of the Partnership. 3 The term "capital transactions" shall mean any of the following: the sale of all or any part of the Property or other assets of the Partnership or interests therein; the refinancing or recasting of mortgages or other liabilities of the Partnership; the condemnation of the Property to the extent the award is not used for restoration; the receipt of insurance proceeds; and any other similar or extraordinary receipts or proceeds which in accordance with generally accepted accounting principles are attributable to capital, including transactions in connection with the termination and dissolution of the Partnership. The "capital account" for each Partner shall mean the account established, determined and maintained for such Partner in accordance with Section 704(b) of the Internal Revenue Code and Treasury Regulation Section 1.704-1(b)(2)(iv). The capital account for each Partner shall be increased by (1) the amount of money contributed by such Partner to the Partnership, (2) the fair market value of property contributed by such Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership is considered to assume or take subject to under Section 752 of the Internal Revenue Code), and (3) allocations to such Partner of Partnership income and gain (or items thereof), including income and gain exempt from tax and income and gain described in Trea. Reg. Section 1.704-1(b)(2)(iv)(g), but excluding income and gain described in subsection (b)(4)(i) of said Regulation, and shall be decreased by (4) the amount of money distributed to such Partner by the Partnership, (5) the fair market value of property distributed to such Partner by the Partnership (net of liabilities secured by such distributed property that such Partner is considered to assume or take subject to under Section 752 of the Code), (6) allocations to such Partner of expenditures of the Partnership described in Section 705(a)(2)(B) of the Code, and (7) allocations of Partnership loss and deduction (or items thereof) including loss and deduction described in Trea. Reg. Section 1.704- 1(b)(2)(iv)(g), but excluding items described in (6) above and loss or deduction described in subsections (b)(4)(i) or (b)(4)(iii) of said Regulation. Net profits and net losses of the Partnership from other than capital transactions, as of the end of any fiscal year or other period, shall be credited or charged to the capital accounts of the Partners prior to any charge or credit to said capital accounts for net profits and net losses of the Partnership from capital transactions as of the end of such fiscal year or other period. The capital account for each Partner shall be otherwise adjusted in accordance with the additional rules of Trea. Reg. Section 1.704- 1(b)(2)(iv). The term "Partners' Percentage Interests" shall mean the percentages set forth opposite the name of each Partner below: General Partner Percentage Interest BLACKPOINT PROPERTIES, LLC -- 2% Limited Partners Percentage Interest JEFFREY HALBERT — 55% WILLIAM STEVENSON — 10% CSBP, INC. — 33% 4 During each fiscal year, the net profits and net losses of the Partnership (other than from capital transactions), and each item of income, gain, loss, deduction or credit entering into the computation thereof, shall be credited or charged, as the case may be, to the capital accounts of each Partner in proportion to the Partners' Percentage Interests. The net profits of the Partnership from capital transactions shall be allocated in the following order of priority: (a) to offset any negative balance in the capital accounts of the Partners in proportion to the amounts of the negative balance in their respective capital accounts, until all negative balances in the capital accounts have been eliminated; then (b) to the Partners in proportion to the Partners' Percentage Interests. The net losses of the Partnership from capital transactions shall be allocated in the fol- lowing order of priority: (a) to the extent that the balances in the capital accounts of any Partners are in excess of their original contributions, to such Partners in proportion to such excess balances in the capital accounts until all such excess balances have been reduced to zero; then (b) to the Partners in proportion to the Partners' Percentage Interests. The cash receipts of the Partnership shall be applied in the following order of priority: (a) to the payment by the Partnership of interest or amortization on any mortgages on the Property, amounts due on debts and liabilities of the Partnership other than to any Partner, costs of the construction of the improvements to the Property, and operating expenses of the Partnership; (b) to the payment of interest and amortization due on any loan made to the Partnership by any Partner; (c) to the establishment of cash reserves determined by the General Partner to be necessary or appropriate, including without limitation reserves for the operation of the Partnership's business, construction, repairs, replacements, taxes and contingencies; and (d) to the repayment of any loans made to the Partnership by any Partner. Thereafter, the cash receipts of the Partnership shall be distributed among the Partners as hereafter provided. The cash receipts of the Partnership shall be distributed to the Partners from time to time at such times as the General Partner shall determine. It is contemplated that distributions will be made if the General Partner deems such distributions to be prudent and feasible. Except as otherwise provided in this Agreement or required by law, including but not limited to distributions of cash receipts from capital transactions and withholding requirements imposed by law or regulation, distributions of cash receipts of the Partnership, other than from capital transactions, shall be allocated among the Partners in proportion to the Partners' Percentage Interests. Except as otherwise provided in this Agreement or required by law, distributions of cash receipts from capital transactions shall be allocated in the following order of priority: (a) to the Partners in proportion to their respective capital accounts until each Partner has received cash distributions equal to any positive balance in his capital account; then (b) to the Partners in proportion to the Partners' Percentage Interests. Special Allocations -- Notwithstanding the preceding provisions of this Article 8, the following special allocations shall be made in the following order: 5 (1) Minimum Gain Chargeback -- Except as otherwise provided in Trea. Reg. Section 1.704-2(f), if there is a net decrease in partnership minimum gain (within the meaning of Trea. Reg. Sections 1.704-2(b)(2) and 1.704-2(d)) during any fiscal year, each Partner shall be allocated items of the Partnership's income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner's share of the net decrease in partnership minimum gain, determined in accordance with Trea. Reg. Section 1.704-2(g). Allocations made pursuant to the preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Trea. Reg. Sections 1.704- 2(0(6) and 1.704-2(j)(2). This provision is intended to comply with the minimum gain chargeback requirement in Trea. Reg. Section 1.704-2(0 and shall be interpreted consistently therewith. (2) Partner Minimum Gain Chargeback -- Except as otherwise provided in Trea. Reg. Section 1.704-2(i)(4), if there is a net decrease in partner nonrecourse debt minimum gain attributable to a partner nonrecourse debt during any fiscal year, each Partner who has a share of the partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Trea. Reg. Section 1.704.2(i)(5), shall be allocated items of the Partnership's income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner's share of the net decrease in partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Trea. Reg. Section 1.704-2(i)(4). Allocations made pursuant to the preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Trea. Reg. Sections 1.704- 2(i)(4) and 1.704-2(j)(2). As used herein, "partner nonrecourse debt" has the meaning set forth in Trea. Reg. Section 1.704-2(b)(4). As used herein, "partner nonrecourse debt minimum gain" shall mean an amount, with respect to each partner nonrecourse debt, equal to the partnership minimum gain (within the meaning of Trea. Reg. Sections 1.704-2(b)(2) and 1.704-2(d)) that would result if such partner nonrecourse debt were treated as a nonrecourse liability (within the meaning of Trea. Reg. Section 1.704-2(b)(3)) determined in accordance with Trea. Reg. Section 1.704-2(i)(3). This provision is intended to comply with the minimum gain chargeback requirement in Trea. Reg. Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (3) Qualified Income Offset -- In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Trea. Reg. Sections 1.704- 1(b)(2)(ii)(d)(4), (5) or (6), items of the Partnership's income and gain shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any adjusted capital account deficit in such Partner's capital account, as quickly as possible, provided that an allocation pursuant to this provision shall be made only if and to the extent that such Partner would have an adjusted capital account deficit in such Partner's capital account 6 after all other allocations provided for in this Article 8 have been tentatively made as if this provision were not in this Agreement. As used herein, "adjusted capital account deficit" shall mean the deficit balance, if any, in a Partner's capital ac- count at the end of the relevant fiscal year after the following adjustments: (i) credit to such capital account the minimum gain chargeback which the Partner is obligated to restore pursuant to the penultimate sentences of Trea. Reg. Sections 1.704-2(g)(1) and 1.704-2(i)(5); and (ii) debit to such capital account the items described in Trea. Reg. Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). This provision is intended to constitute a qualified income offset within the meaning of Trea. Reg. Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (4) Gross Income Allocation -- In the event any Partner has a deficit capital account at the end of any fiscal year which is in excess of the sum of the amounts such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Trea. Reg. Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be allocated items of the Partnership's income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this provision shall be made only if and to the extent that such Partner would have a deficit in such Partner's capital account in excess of such sum after all other allocations provided for in this Article 8 have been tentatively made as if this provision and the provisions of clause (3) above were not in this Agreement. (5) Nonrecourse Deductions -- Nonrecourse deductions (within the meaning of Trea. Reg. Section 1.704-2(b)(1)) for any fiscal year shall be allocated among the Partners in proportion to the Partners' Percentage Interests. (6) Partner Nonrecourse Deductions -- Any partner nonrecourse deductions (within the meaning of Trea. Reg. Sections 1.704-2(b)(1) and 1.704-2(b)(2)) for any fiscal year shall be allocated to the Partner who bears the economic risk of loss with respect to the partner nonrecourse debt (within the meaning of Trea. Reg. Section 1.704-2(b)(4)) to which such partner nonrecourse deductions are attributable in accordance with Trea. Reg. Section 1.704-2(i)(1). (7) Other Mandatory Allocations -- In the event Section 704(c) of the Internal Revenue Code or the Regulations thereunder require allocations in a manner different than that set forth above in this Article 8, the provisions of Section 704(c) and the Regulations thereunder shall control such allocations among the Partners. It is the intention of the Partners that the allocations hereunder shall be deemed to have "substantial economic effect" within the meaning of Section 704 of the Internal Revenue Code and Trea. Reg. Section 1.704-1. Should the provisions of this Agreement be inconsistent with or in conflict with Section 704 of the Code or the Regulations thereunder, then Section 704 of the Code and the Regulations shall be deemed to override the contrary provisions hereof. If Section 704 or the Regulations at any time require that partnership agreements contain 7 provisions which are not expressly set forth herein, such provisions shall be incorporated into this Agreement by reference and shall be deemed a part of this Agreement to the same extent as though they had been expressly set forth herein, and the General Partner shall be authorized by an instrument in writing to amend the terms of this Agreement to add such provisions, and any such amendment shall be retroactive to whatever extent required to create allocations with a substantial economic effect. 9. Books, Records and Tax Returns At all times during the continuance of the Partnership, the General Partner shall keep or cause to be kept complete and accurate records and books of account in which shall be entered each transaction of the Partnership in accordance with generally accepted accounting principles. All Partners, and their duly authorized representatives, shall upon reasonable request, have access to inspect and copy during normal business hours the books and records of the Partnership maintained in accordance with this Article 9. No Partner shall have any right to inspect or copy the books and records of the other Partners. The fiscal year of the Partnership for both accounting and income tax purposes shall be the calendar year. The Partnership shall report its operations, net income and net losses in accordance with the methods of accounting selected by the General Partner. The General Partner may employ on behalf of the Partnership and at the expense of the Partnership such firm of certified public accountants as the General Partner in its sole dis- cretion deems appropriate to serve as the Partnership's accountants. The General Partner shall furnish to each Partner, within seventy-five days after the end of each fiscal year, an annual report of the Partnership which shall include a balance sheet as of the end of such fiscal year; a profit and loss statement of the Partnership for such fiscal year; a statement of the balance in the capital account of such Partner; and the amount of such Partner's share of the Partnership's income, gain, losses, deductions and other relevant items for Federal income tax purposes. The General Partner shall prepare or cause to be prepared all Federal, State and local income tax and information returns for the Partnership, and shall cause such tax and infor- mation returns to be filed timely with the appropriate governmental authorities. Within seventy- five days after the end of each fiscal year, the General Partner shall forward to each person who was a Partner during the preceding fiscal year a true copy of the Partnership's information return filed with the Internal Revenue Service for the preceding fiscal year. The General Partner shall not be liable to any Partner if any taxing authority disallows or adjusts any deductions or credits in the Partnership's income tax or information returns. All elections required or permitted to be made by the Partnership under the Internal Revenue Code, and the designation of a tax matters partner pursuant to Section 6231(a)(7) of the Internal Revenue Code for all purposes permitted or required by the Code, shall 8 be made by the General Partner. The tax matters partner may not take any action contemplated by Sections 6222 through 6232 of the Code without the consent of the General Partner. The General Partner may make an election, claim any available credit, or adopt any other method or procedure related to the preparation of the Partnership's income tax returns as the General Partner deems desirable. All such records, books of account, tax and information returns, and reports and statements, together with executed copies of this Agreement, the certificate of limited partnership for the Partnership and any amendments thereto, shall at all times be maintained at the principal place of business of the Partnership, and shall be open to the inspection and examination of the Partners or their duly authorized representatives during regular business hours. Each Partner, or a duly authorized representative of such Partner, may make copies of the Partnership's books of account and records at the expense of such Partner. Any Partner, at the expense of such Partner, may conduct an audit of the Partnership's books of account and records. The cost of preparing all of the aforesaid records, books, returns and other items shall be borne by the Partnership. The Partners acknowledge that it is the intent of the Partnership that it be treated as a "partnership" for federal and California state tax purposes. All provisions of this Agreement and the Partnership's certificate of limited partnership are to be construed so as to effect and preserve that tax status. The General Partner shall from time to time cause the Partnership to make such tax elections as the General Partner deems to be in the best interests of the Partnership and the Partners. For periods not governed by the Centralized Partnership Audit Rules ("Partnership Audit Rules") discussed below, the General Partner shall act as the Tax Matters Partner of the Partnership pursuant to Section 6231(a)(7) of the Internal Revenue Code. The Tax Matters Partner shall represent the Partnership (at the Partnership's expense) in connection with all examinations of the Partnership's affairs by tax authorities, including all disputes, controversies or proceedings with the Internal Revenue Service and resulting judicial and administrative proceedings, and shall expend the Partnership funds for professional services and costs associated therewith. The Tax Matters Partner shall oversee the Partnership tax affairs in the overall best interests of the Partnership. If for any reason the Tax Matters Partner can no longer serve in that capacity or ceases to be a Partner, as the case may be, the Limited Partners holding a majority in interest of the Limited Partners' interests hereunder may designate another to be Tax Matters Partner. Notwithstanding anything to the contrary set forth herein, the Tax Matters Partner shall have the right to delegate any or all of its authority, rights and/or obligations, whether arising hereunder, under the Act, the Code or otherwise, to any one or more officers, agents or duly authorized representatives. Periods Governed by Partnership Audit Rules. A. Effective as of the date that the Partnership Audit Rules are first applicable to the Partnership, the General Partner shall designate the "partnership representative" as defined in Section 6223 of the Code, as amended by the Bipartisan Budget Act of 2015 (the "Partnership Representative"). Until such designation, the Tax Matters Partner shall be the Partnership 9 Representative. The Partnership Representative is authorized and required to represent the Partnership (at the Partnership's expense) in all disputes, controversies or proceedings with the Internal Revenue Service, and, in its sole discretion, is authorized to make any available election with respect to the Partnership Audit Rules and take any action it deems necessary or appropriate to comply with the requirements of the Internal Revenue Code and to conduct the Partnership's affairs with respect to the Partnership Audit Rules. Each Partner and former Partner will cooperate fully with the Partnership Representative with respect to any such disputes, controversies or proceedings with the Internal Revenue Service, including providing the Partnership Representative with any information reasonably requested to comply with and make elections under the Partnership Audit Rules. B. The financial burden or any imputed underpayment (as described in Section 6225 of the Code) and associated interest, adjustments to tax and penalties arising from a partnership adjustment that are imposed on the Partnership, and the cost of contesting any such partnership adjustment, shall be borne by the Partners and former Partners pro rata based on their respective distribution entitlements during the reviewed fiscal year. To the extent feasible, the preceding sentence shall be implemented through adjustments to distributions in accordance with Article 8 hereof, but Partners and former Partners shall be obligated to indemnify and hold harmless the Partnership to the extent that the preceding sentence cannot be so implemented. The provisions contained in this Section shall survive the termination of the Partnership and the withdrawal or termination of any Partner. C. The Partnership Representative shall use its reasonable best efforts to minimize the financial burden of any partnership adjustment to each Partner and former Partner holding Percentage Interests during the reviewed fiscal year, through the application of the procedures established pursuant to Section 6225(c) of the Code, or through an election and the furnishing of statements pursuant to Section 6226 of the Code. D. The provisions of this Section shall survive the termination of the Partnership or the termination of any Partner's Percentage Interest in the Partnership and shall remain binding on the Partners for as long a period of time as is necessary to resolve with any taxing authority and all matters regarding the U.S. federal, state or local income taxation of the Partnership or the Partners. 10. Bank Accounts All funds of the Partnership shall be deposited in the Partnership's name in such bank account or accounts as shall be designated by the General Partner. Withdrawals from any such bank accounts shall be made only in the regular course of business of the Partnership and shall be made upon such signature or signatures as the General Partner from time to time may designate. 10 11. Management of the Partnership The business and affairs of the Partnership shall be conducted and managed exclusively by the General Partner in accordance with this Agreement and the laws of California. The General Partner shall devote such time and attention as the General Partner deems necessary to the conduct and management of the business and affairs of the Partnership. The General Partner, or its designees, hereby is authorized to execute all instruments on behalf of the Partnership. No person, firm or corporation dealing with the Partnership shall be required to investigate the authority of the General Partner or to secure the approval of or confirmation by the Limited Partners of any act of the General Partner in connection with the business or affairs of the Partnership. The Limited Partners shall not take part or have any voice in the conduct or management of the business or affairs of the Partnership, except as otherwise expressly may be provided in this Agreement or by law. The Limited Partners shall not have any power to transact business for the Partnership or to sign for or bind the Partnership. Except as provided elsewhere in this Agreement, the General Partner shall possess and enjoy all rights and powers necessary or appropriate for the conduct and management of the business and affairs of the Partnership and hereby is authorized to make all decisions relating to the business and affairs of the Partnership. Without limiting the generality of the foregoing, the General Partner may make all decisions relating to: the acquisition, sale, exchange, lease, transfer, conveyance, assignment, encumbrance or other disposition for cash, other property, or on terms, of all or any part of, or interest in, the Property; the approval, rejection, execution and modification of leases and subleases of, and options, concessions, licenses and other agreements with respect to, the Property; the retention and replacement of a managing agent to manage and operate the Property; the demolition of any building owned or leased by the Partnership and the erection of a new building in its place; the alteration, improvement, maintenance and repair of any building owned or leased by the Partnership; the construction of buildings and other im- provements on the Property; the borrowing of money and the obtaining of loans, secured and unsecured, for the Partnership and in connection therewith the issuance of notes, debentures and other debt securities and the securing of the same by mortgaging, assigning for security purposes, pledging or hypothecating all or part of the Property and other assets of the Partnership; the placement of record title to the Property in the names of nominees, the direction of the actions of any such nominee, the change or discontinuance of the use of any nominee; the prepayment in whole or in part, refinancing, recasting, modification, consolidation or extension of any such mortgage, assignment, pledge or other security instrument and in connection therewith the execution and delivery, for and on behalf of the Partnership, or any extensions, renewals or modifications thereof and any new mortgages, assignments, pledges or other security instruments in lieu thereof; the exercise of any and all rights, privileges and powers available to the Partnership or any nominee of the Partnership as owner of the Property; the expenditure of the capital and receipts of the Partnership in furtherance of the business of the Partnership; the purchase of equipment, supplies and services as the General Partner deems appropriate; the lending or advancing of money to third parties in connection with the business of the 11 Partnership; the investment of funds of the Partnership in interest-bearing bank deposits, governmental obligations, institutional and insured short-term debt securities and short-term commercial paper, pending disbursement of the Partnership's funds or to provide a source from which to meet contingencies; the purchase of hazard, liability and other insurance which the General Partner may deem necessary or proper; the employment of attorneys, accountants, brokers, consultants and other persons, firms and corporations to render services to the Partnership as the General Partner may deem necessary or proper; the enforcement, compromise and settlement of any rights or claims in favor of or against the Partnership or any nominee of the Partnership; and the taking of all other actions and the execution and delivery of any and all other instruments and agreements as the General Partner may deem appropriate to carry out the intents and purposes of this Agreement. Without limiting the foregoing, and notwithstanding any contrary provision contained herein, in the event the General Partner determines to sell the Property, the General Partner may, in its sole discretion, effect a distribution of the Property in kind to one or more Partners in order to facilitate a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code by such Partners, and moreover, the General Partner may distribute such Partners' share of the Property net of any liabilities or encumbrances, including mortgages, concerning the Property. The General Partner, except as otherwise provided in this Agreement, shall possess and may enjoy and exercise all rights and powers of a general partner as provided in the Act. Notwithstanding any other provision of this Agreement, the General Partner shall not, without the prior written consent of the Limited Partners holding a majority in interest of the Limited Partners' interests hereunder, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Property; mortgage, pledge or encumber the Property other than as expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; confess a judgment against the Partnership; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity: or change the nature or character of the business of the Partnership. Each mortgage, loan agreement, note and other instruments executed by or on behalf of the Partnership with respect to a mortgage or loan affecting the Property shall provide (i) for no personal liability upon the mortgagor or borrower and (ii) that, in the event of default, the mortgagee or lender shall look for repayment thereof only to the Property and not to the Part- nership or any of its Partners. The General Partner may employ on behalf of the Partnership, on such terms and for such compensation as the General Partner may determine, any persons, firms or corporations, including accountants and attorneys, as the General Partner, in its sole judgment shall deem desirable for the management of the Property and the business and affairs of the Partnership. Any such person, firm or corporation may also be employed by the General Partner in connection with any other business of the General Partner. The fact that any Partner, or a member of his family or any affiliate of a Partner, is directly or indirectly interested in or 12 connected with any person, firm or corporation employed by the Partnership or from whom the Partnership may buy merchandise or services, shall not prohibit the General Partner from employing or dealing with such person, firm or corporation on behalf of the Partnership upon reasonable terms and conditions. The General Partner shall be reimbursed by the Partnership for all direct out-of- pocket expenses incurred by the General Partner on behalf of the Partnership in connection with the performance of its duties hereunder, including without limitation amounts payable by the General Partner for office, accounting, bookkeeping and other services, materials, facilities and professional and legal services rendered or furnished to the Partnership, and reasonable fees and other expenses incurred in connection with any sale or refinancing of the Property. Persons dealing with the Partnership may rely conclusively upon the power and authority of the General Partner as set forth in this Agreement and upon the representation of the General Partner that the General Partner has the authority to make any commitment or undertaking on behalf of the Partnership. No person dealing with the General Partner shall be required to determine his authority to make any such commitment or undertaking. In addition, no purchaser of any property or interest therein owned by the Partnership shall be required to determine the sole and exclusive authority of the General Partner to sign and deliver on behalf of the Partnership any instrument of transfer with respect thereto or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith. 12. Rights and Duties of Partners Each Partner may engage in, invest in, participate in, or otherwise enter into, any other businesses or professions of every nature and description, now or hereafter existing, individually or with others including other Partners, including the ownership, operation and management of real estate, whether or not such businesses or professions compete directly with the Property or the Partnership. Neither the Partnership nor any other Partner shall have any rights in or to any such business or profession or the income or profits therefor. No Partner shall be obligated to afford to the Partnership any business opportunity. No Partner shall be deemed to be acting as a nominee of the Partnership unless it has been so designated by a writing ex- ecuted by the Partnership and such Partner. The General Partner shall not be liable, responsible or accountable in damages or otherwise to the Partnership or any other Partner for any act or omission if such act or omission is in good faith and within the scope of the authority conferred by this Agreement or by law. The General Partner shall not be liable, responsible or accountable for the negligence, dishonesty, fraud or bad faith of any employee, broker or other agent for the Partnership selected with reasonable care. The General Partner shall be entitled to rely on the advice of counsel or public accountants, and no act or omission of the General Partner pursuant to such advice shall subject the General Partner to liability. The foregoing shall not relieve the General Partner from liability for its gross negligence or willful malfeasance. The liability of the Partnership and the General Partner arising out of any of the activities of the Partnership may be covered by such liability and 13 other insurance policies as the General Partner may elect to maintain at the expense of the Partnership. The Partnership, to the extent of the Partnership's assets, shall indemnify and hold the General Partner harmless from and against all liability, claim, loss, damage or expense, including reasonable attorneys' fees, incurred by the General Partner by reason of any (1) act performed for or on behalf of the Partnership or in furtherance of the Partnership business within the scope of the authority conferred on such Partner by this Agreement, (2) inaction on the part of such Partner which does not constitute a violation of any provision of this Agreement, or (3) liabilities arising under federal and state securities laws to the extent permitted by law, as long as such act, inaction or liability did not arise from failure to exercise reasonable business judgment in good faith, gross negligence, willful misconduct or fraud. The liability of each of the Limited Partners, as such, shall be limited to the amount of his capital contribution as a Limited Partner in accordance with this Agreement. The Limited Partners shall not be liable for the debts, liabilities, contracts or other obligations of the Partnership. The Limited Partners shall not be required to lend any funds to the Partnership or to contribute any further capital or other property to the Partnership, except as may be specifically set forth herein. The Partnership, to the extent of the Partnership's assets, shall indemnify and hold the Limited Partners harmless from and against all liability, claim, loss, damage or expense, including reasonable attorneys' fees, incurred by any such Limited Partner by reason of it holding a Percentage Interest in the Partnership so long as such liability did not arise from failure to exercise reasonable business judgment in good faith, gross negligence, willful misconduct or fraud. No Partner shall be paid interest on any capital contribution to the Partnership. No Partner shall have the right to withdraw or receive any return of his capital contribution, except as provided herein. Except as expressly set forth herein, no Partner shall have priority over any other Partner as to return of Capital Contributions, allocations of income, gain, losses, credits, deductions, or as to distributions. The Partners reserve the right to amend this Agreement, by mutual and unanimous consent, to permit the payment of interest on any loan of funds or Capital Contribution. Under circumstances requiring a return of any capital contribution, no Partner shall have the right to receive property other than cash except as may be specifically provided herein or by such amendment. The General Partner shall not have any personal liability for the return of the capital contribution of the Limited Partners, it being expressly understood that any such return shall be made solely from Partnership assets. No Partner with a negative cash balance in his capital account, as a result of any distributions or allocations of loss made in accordance with this Agreement, shall have any obligation to the Partnership or to any Partner to restore his capital account to zero. Distributions shall be made in accordance with this Agreement notwithstanding any negative cash balance in the capital account of any Partner. All of the Partners' interests in the Partnership shall be personal property for all purposes. All real and personal property owned by the Partnership shall be deemed owned by the Partnership as an entity, and no Partner, individually, shall be deemed the owner of any such property. 14 13. Assignment of Partnership Interests The General Partner shall have the right to assign its interest herein, provided the assignee: (a) is an affiliate of the original General Partner; (b) is substituted as General Partner under this Agreement; (c) agrees to assume and perform all of the obligations of the General Partner hereunder; and (d) at the time of such substitution, meets the requirements of the Internal Revenue Service so that the Partnership shall not be treated as an association for Federal income tax purposes. The requirement in clause (d) above shall be deemed to have been met upon receipt of a legal opinion of counsel to the effect that such substitution of the General Partner does not adversely affect the Partnership's status as a partnership for tax purposes. As used herein, the term "affiliate" of another Person shall mean (a) any Person directly or indirectly owning, controlling or holding with power to vote ten percent (10%) or more of the outstanding voting securities of such other Person; (b) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by such other Person; (c) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (d) any officer, director or partner of such other Person; and (e) if such other Person is an officer, director or partner, any company for which such Person acts in any such capacity. The term "Person" shall mean any natural person, partnership, joint venture, corporation, limited liability company, estate, trust, association or other legal entity. No assignment, transfer or other disposition of all or any part of the interest of any Partner permitted under this Agreement shall be binding upon the Partnership unless and until a duly executed and acknowledged counterpart of such assignment or instrument of transfer, in form and substance satisfactory to the General Partner, has been delivered to the Partnership. As between a Partner and an assignee or transferee of such Partner's interest in accordance with this Agreement, allocations and distributions for any fiscal year shall be apportioned as of the date of the assignment or transfer, on the basis of the number of days before and after said date, without regard to the results of the Partnership's operations before or after the assignment or transfer. A Limited Partner shall not be entitled to do any of the following without first obtaining the written consent of the General Partner: sell, assign, transfer, pledge, hypothecate, encumber or grant any security interest in all or any part of its interest in the Partnership or its right to receive income or profit from the Partnership (a "Disposition"); provided, however, subject to the approval of the General Partner, the interest of any Partner may be transferred by inter vivos gift or by testamentary transfer to any spouse, parent, sibling, child or grandchild of the Partner, to a trust for the benefit of the Partner and/or such Partner's spouse, parent, sibling, child or grandchild, or to an entity in which at least fifty (50%) of the voting and economic ownership interest is owned or controlled by the Partner. In the case of a proposed transfer to a trust, the Partnership may request a certification of trust, in a form reasonably acceptable to the Partnership, showing the name of the trust, names of the settlors and trustees of the trust and related powers of the trustees, or in the case of a proposed transfer to an entity, the Partnership 15 may request organizational documents of the entity, including the operating agreement of a limited liability company. If the transfer is to a revocable living trust, the transferring Partner may reacquire the interest in whole or in part.; or (ii) admit any other party as a Partner of the Partnership. Any attempted Disposition of a Partner's interest, or any part thereof, not in compliance with this Section shall be null and void ab initio. With the written consent of the General Partner in its sole discretion, a Limited Partner may substitute any assignee as a new Limited Partner in his place, either in whole or in part, subject to such reasonable conditions for any such substitution as the General Partner deems advisable. The admission of any new Limited Partner in accordance with this Agreement shall not be cause for dissolution of the Partnership. As a condition to the admission of any substituted Limited Partner, such substituted Limited Partner shall execute and acknowledge such instrument, in form and substance satisfactory to the General Partner, as the General Partner may deem necessary or desirable to effectuate such admission and to confirm the agreement of such substituted Limited Partner to be bound by all of the terms, covenants and conditions of this Agreement, as the same may have been amended. Such substituted Limited Partner shall pay all reasonable expenses in connection with such admission, including without limitation reasonable attorneys' fees and the cost of the preparation, filing and publication of any amendment to this Agreement or the certificate of limited partnership for the Partnership, which the General Partner may deem necessary or desirable in connection with such admission. If the General Partner deems it to be in the best interest of the Partnership, the General Partner at its election may treat any assignee who has not become a substituted Limited Partner, as a substituted Limited Partner in the place and stead of its' assignor for purposes of this Agreement. No assignment or other disposition of any interest of any Partner may be made if such assignment or disposition, alone or when combined with other transactions, would result in the termination of the Partnership within the meaning of Section 708 of the Internal Revenue Code or under any other relevant section of the Code or any successor statute. No assignment or other disposition of any interest of any Partner may be made without an opinion of counsel satisfactory to the General Partner that such assignment or disposition is subject to an effective registration under, or exempt from the registration requirements of, the applicable State and Federal securities laws. No interest in the Partnership may be assigned or given to any person below the age of 21 years or to a person who has been adjudged to be insane or incompetent. Anything herein contained to the contrary, the General Partner and the Partnership shall be entitled to treat the record holder of the interest of a Limited Partner as the absolute owner thereof, and shall incur no liability by reason of distributions made in good faith to such record holder, unless and until there has been delivered to the General Partner the assignment or other instrument of transfer and such other evidence as may be reasonably required by the General Partner to establish to the satisfaction of the General Partner that an interest has been assigned or transferred in accordance with this Agreement. 16 14. Right of First Refusal If a Partner desires to sell, transfer or otherwise dispose of all or any part of his interest in the Partnership pursuant to a bona fide offer in writing setting forth all relevant terms and conditions of purchase from an offeror who is ready, willing, and able to consummate the purchase and who is not an affiliate of the selling Partner, such Partner (the "Selling Partner") shall first offer to sell and convey such interest to the other Partners before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Partner, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location within the State of California at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Partners shall deliver to the Selling Partner a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Partners may elect to accept the offer, and if more than one of the other Partners elects to accept the offer, the interest being sold and the purchase price therefor shall be allocated among the Partners so accepting the offer in proportion to their Partners' Percentage Interests, unless they otherwise agree in writing. If any or all of the other Partners elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Partner shall deliver to the other Partners who have accepted the offer an assignment of the interest being sold by the Selling Partner, and said other Partners shall pay the purchase price prescribed in the offer. If any Partner elects to purchase less than all of its pro rata share of the Selling Partner's Percentage Interest, then the remaining Partners can elect to purchase more than their pro rata share. If no other Partner accepts the offer, or if the remaining Partners fail to purchase the entire interest of the Selling Partner, or if the Partners who have accepted such offer default in their obligations to purchase the interest, then the Selling Partner within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Partner of the Partnership shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Partnership and is admitted to the Partnership as a Partner in accordance with this Agreement. If the Selling Partner does not sell such interest within said 120 days, then the Selling Partner may not thereafter sell such interest without again offering such interest to the other Partners in accordance with this Article 14. 17 15. Disability of Partners In the event of the death, retirement, withdrawal, dissolution, insanity or incompetency of the General Partner or an event of bankruptcy or insolvency, as hereinafter defined, with respect to the General Partner (each of the foregoing being hereinafter referred to as a "disabling event"), the Partnership shall terminate sixty days after notice to the Partners of such disabling event unless the business of the Partnership is continued as hereinafter provided. Notwithstanding a disabling event with respect to a General Partner, the Partnership shall not terminate, irrespective of applicable law, if within aforesaid sixty day period the Limited Partners holding a majority in interest of the Limited Partners' interests hereunder elect to continue the business of the Partnership and appoint a new General Partner. Upon such election the Partnership shall continue and the interest of the disabled Partner shall be converted into an interest of a Limited Partner in the Partnership with the same Partner's Per- centage Interest as the disabled General Partner would have been entitled had the disabling event not occurred. The new General Partner, appointed as aforesaid, shall have a one percent Partner's Percentage Interest in the Partnership, which shall be contributed by all other Partners of the Partnership in proportion to their Partners' Percentage Interests. In the event of the death of a Limited Partner, the executor, administrator or other legal representative of the deceased Limited Partner shall succeed to the rights of the deceased Limited Partner subject to the provisions of this Agreement. A person to whom an interest of a deceased Limited Partner is bequeathed or distributed shall be entitled only to the allocations and distributions of such interest unless such person is admitted as a Limited Partner in accordance with this Agreement with the consent of the General Partner. In the event of the adjudication of insanity or incompetency of a Limited Partner, the committee or other legal representative of such Limited Partner shall be entitled only to the allocations and distributions to which the interest of such Limited Partner is entitled, unless such committee or legal representative applies for admission to the Partnership and is admitted as a Limited Partner in accordance with this Agreement with the consent of the General Partner. If there shall occur an event of bankruptcy or insolvency with respect to a Limited Partner, then the General Partner or the Partnership, as the General Partner shall determine, shall have the right and option to purchase the Limited Partner's interest in the Partnership for cash at the book value thereof as of the end of the preceding fiscal year. Said option shall be exercised by the General Partner's notice to the Limited Partner within thirty days after the General Partner shall have received notice of the event of bankruptcy or insolvency, and the closing shall take place on the date set forth in the General Partner's notice which shall not be less than ten nor more than thirty days from the date of such notice. In the event of a dispute or uncertainty as to the person to whom payment is to be made, the deposit of the purchase price in escrow with an attorney admitted to practice in the State of California, to be held for the benefit of the person entitled to the receipt of the same, and notice of such deposit to such Limited Partner, shall be deemed to be in compliance with the provisions hereof and the purchase of such Limited Partner's interest shall be deemed effective as of the date of such deposit. If said option is not exercised, then the trustee, assignee or other legal representative of such Limited Partner shall be 18 entitled only to the allocations and distributions to which the interest of such Limited Partner is entitled, unless such trustee, assignee or other legal representative is admitted as a Limited Partner in accordance with this Agreement with the consent of the General Partner. An "event of bankruptcy or insolvency" with respect to a Partner shall occur if such Partner: applies for or consents to the appointment of a receiver, trustee or liquidator of all or a substantial part of his assets; or makes a general assignment for the benefit of creditors; or is adjudicated a bankrupt or an insolvent; or files a voluntary petition in bankruptcy or a petition or an answer seeking an arrangement with creditors or to take advantage of any bankruptcy, insolvency, readjustment of debt or similar law or statute, or an answer admitting the material allegations of a petition filed against him in any bankruptcy, insolvency, readjustment of debt or similar proceedings; or takes any action for the purpose of effecting any of the foregoing; or an order, judgment or decree shall be entered, with or without the application, approval or consent of such Partner, by any court of competent jurisdiction, approving a petition for or appointing a receiver or trustee of all or a substantial part of the assets of such Partner, and such order, judgment or decree shall continue unstayed and in effect for thirty days. 16. Dissolution and Liquidation The Partnership shall terminate upon the occurrence of any of the following: the disposition of all or substantially all of the Property and other assets of the Partnership other than cash and marketable securities; the occurrence of a disabling event to the General Partner heretofore referred to; the decision of the General Partner with the consent of the Limited Partners holding a majority in interest of the Limited Partners' interests hereunder; or any other event which pursuant to this Agreement, as the same may hereafter be amended, shall cause a termination of the Partnership. The liquidation of the Partnership shall be conducted and supervised by the General Partner or if there be none then by a person designated for such purposes by the Limited Partners holding a majority in interest of the Limited Partners' interests hereunder (the "Liquidating Agent"). The Liquidating Agent shall have all of the rights and powers with respect to the assets and liabilities of the Partnership in connection with the dissolution and liquidation of the Partnership which the General Partner has with respect to the assets and liabilities of the Partnership during the term of the Partnership. The Liquidating Agent hereby is authorized and empowered to execute any and all documents and to take any and all actions necessary or desirable to effectuate the dissolution and liquidation of the Partnership in accordance with this Agreement. Promptly after the termination of the Partnership, the Liquidating Agent shall cause to be prepared and furnished to the Partners a statement setting forth the assets and liabilities of the Partnership as of the date of termination. The Liquidating Agent, to the extent practicable, shall liquidate the assets of the Partnership as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice. 19 The proceeds of sale and all other assets of the Partnership shall be applied and distributed in the following order of priority: (a) to the payment of the expenses of liquidation and the debts and liabilities of the Partnership, other than any debts and liabilities for which neither the Partnership nor the General Partner is personally liable and other than debts and liabilities to Partners; (b) to the payment of debts and liabilities to Partners; (c) to the setting up of any reserves which the Liquidating Agent may deem necessary or desirable for any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of, or in connection with, the Partnership, which reserves shall be paid over to an attorney-at-law admitted to practice in the State of California as escrowee, to be held for a period of two years for the purpose of payment of the aforesaid liabilities and obligations, at the expiration of which period the balance of such reserves shall be distributed as hereinafter provided; (d) to the Partners in proportion to their respective capital accounts until each Partner has received cash distributions equal to any positive balance in his capital account, in accordance with the rules and requirements of Trea. Reg. Section 1.704-1(b)(2)(ii)(b); and (e) to the Limited Partners and the General Partner in proportion to the Partners' Percentage Interests. If any Partner has a deficit balance in his capital account following the liquidation of his interest in the Partnership, as determined after taking into account all capital account adjustments for the Partnership tax year during which such liquidation occurs, such Partner shall restore the amount of such deficit balance to the Partnership by the end of such taxable year (or, if later, within ninety days after the date of such liquidation), which amount shall, upon liquidation of the Partnership, be paid to the creditors of the Partnership or distributed to the other Partners in accordance with their positive capital account balances and the rules and requirements of Trea. Reg. Section 1.704-1(b)(2)(ii)(b). The liquidation shall be complete within the period required by Trea. Reg. Section 1.704-1(b)(2)(ii)(b). If the Liquidating Agent shall determine that it is not practicable to liquidate all of the assets of the Partnership, the Liquidating Agent may retain assets having a fair market value equal to the amount by which the net proceeds of liquidated assets are insufficient to satisfy the debts and liabilities referred to above. If, in the absolute judgment of the Liquidating Agent, it is not feasible to distribute to each Partner his proportionate share of each asset, the Liquidating Agent may allocate and distribute specific assets to one or more Partner in such manner as the Liquidating Agent shall determine to be fair and equitable, taking into consideration the basis for tax purposes of each asset. A taking of all or substantially all of the Property by condemnation or eminent domain shall be treated as a sale of the Property upon the dissolution of the Partnership. In such event any portion of the Property not so taken shall be sold, and the proceeds of such sale and the award for such taking shall be distributed in the manner provided for in this Article 16. In the event of a sale of the Property or a taking of less than substantially all of the Property, which sale does not result in a termination or dissolution of the Partnership, the proceeds of such sale and the award for such taking shall be distributed in the manner provided for in this Article 16. 20 For purposes of allocating gain on the sale of the Property and other assets of the Partnership, gain shall be first allocated to the Partners to the extent cash or other property was distributed to them pursuant to this Article 16 and the balance of such gain shall be allocated in proportion to the Partners' Percentage Interests. Except as otherwise provided in this Agreement, neither the General Partner nor the Limited Partners shall be obligated to reimburse the Partnership or any Partner by reason of any Partner having a negative capital account, whether prior to or after a distribution made pursuant to this Agreement, unless the same arose due to an erroneous distribution. Upon compliance with the distribution plan, the Limited Partners shall cease to be such, and the General Partner shall execute, acknowledge and cause to be filed such certificates and other instruments as may be necessary or appropriate to evidence the dissolution and termination of the Partnership. 17. Representations of Partners Each of the Partners represents, warrants and agrees that the Partner is acquiring the interest in the Partnership for the Partner's own account as an investment and not with a view to the sale or distribution thereof; the Partner, if an individual, is over the age of 21, or if the Partner is an organization, such organization is duly organized, validly existing and in good standing under the laws of its State of organization and that it has full power and authority to execute and perform its obligations under this Agreement; and the Partner shall not dispose of such interest or any part thereof in any manner which would constitute a violation of the Securities Act of 1933, the Rules and Regulations of the Securities and Exchange Commission, or any applicable laws, rules or regulations of any State or other governmental authorities, as the same may be amended. Each Partner further represents, warrants and agrees that it has a preexisting personal or business relationship with the Partnership or one or more of its officers, General Partner, or control persons or (ii) by reason of its business or financial experience, or by reason of the business or financial experience of its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Partnership or any affiliate or selling agent of the Partnership, it is capable of evaluating the risks and merits of an investment in the Percentage Interest and of protecting its own interests in connection with this investment. Each Partner further represents, warrants and agrees that (i) it acknowledges that the tax consequences to it of investing in the Partnership will depend on its particular circumstances, and neither the Partnership, the General Partner, nor the partners, shareholders, members, managers, agents, officers, directors, employees, Affiliates, or consultants of any of them will be responsible or liable for the tax consequences to it of an investment in the Partnership, and (ii) it will look solely to, and rely upon, its own advisers with respect to the tax consequences of this investment. Each Partner further represents, warrants and agrees that it shall indemnify and hold harmless the Partnership, each and every other Partner, and any officers, directors, shareholders, managers, members, employees, partners, agents, attorneys, registered representatives, and control persons of any such entity who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of or arising from any misrepresentation or misstatement of facts or 21 omission to represent or state facts made by it including, without limitation, the information in this Agreement, against losses, liabilities, and expenses of the Partnership, each and every other Partner, and any officers, directors, shareholders, managers, members, employees, partners, attorneys, accountants, agents, registered representatives, and control persons of any such Person (including attorneys' fees, judgments, fines, and amounts paid in settlement, payable as incurred) incurred by such Person in connection with such action, suit, proceeding, or the like. 18. Notices All notices, demands, requests or other communications which any of the parties to this Agreement may desire or be required to give hereunder shall be in writing and shall be deemed to have been properly given if sent by personal delivery to the party to be notified; by electronic mail, by Federal Express courier or by registered or certified mail, return receipt re- quested, with postage prepaid, addressed as follows: (a) if to the Partnership, to the Partnership c/o the General Partner at its address first above written or to such other address or addresses as may be designated by the Partnership or the General Partner by notice to the Partners pursuant to this Article 18; (b) if to the General Partner, to the General Partner at its address first above written or to such other address or addresses as may be designated by the General Partner by notice to the Partnership and the Partners pursuant to this Article 18; and (c) if to any Limited Partner, to the address of said Limited Partner first above written, or to such other address as may be designated by said Limited Partner by notice to the Partnership and the General Partner pursuant to this Article 18. 19. Consents Any consents or approvals of the Limited Partners required or permitted under this Agreement shall be deemed to have been given if given by the Limited Partners holding a majority in interest of the Limited Partners' interests hereunder. The Limited Partners shall not unreasonably withhold or delay any consent or approval requested by the General Partner. Failure by a Limited Partner to disapprove any action for which the General Partner has requested such Limited Partner's consent, within fifteen days after the request, shall be deemed the approval and consent of such Limited Partner to the proposed action. 20. Power of Attorney Each Partner agrees to execute, acknowledge, swear to, deliver, file, record and publish such further certificates, instruments and documents, and do all such other acts and things as may be required by law, or as may, in the opinion of the General Partner, be necessary or desirable to carry out the intents and purposes of this Agreement. 22 Each Limited Partner, whether a signatory hereto or a subsequently admitted Limited Partner, hereby irrevocably constitutes and appoints the General Partner (including any successor General Partner) the true and lawful attorney-in-fact of such Limited Partner, and empower and authorize such attorney-in-fact, in the name, place and stead of each Limited Partner, to execute, acknowledge, swear to and file a certificate of limited partnership for the Partnership and any amendments thereto, and any other certificates, instruments and documents which may be required to be executed or filed under laws of any State or of the United States, or which the General Partner shall deem advisable to execute or file, including without limitation all instruments which may be required to effectuate the formation, termination, distribution or liquidation of the Partnership. The Limited Partners hereby ratify and confirm all actions which may be taken by said attorney-in-fact pursuant to this Article 20 not in contravention of this Agreement. It is expressly acknowledged by each Limited Partner that the foregoing power of attorney is coupled with an interest and shall survive any assignment by such Limited Partner of such Limited Partner interest in the Partnership; provided, however, that if such Limited Partner shall assign all of his interest in the Partnership and the assignee shall become a substituted Lim- ited Partner in accordance with this Agreement, then such power of attorney shall survive such assignment only for the purpose of enabling the General Partner to execute, acknowledge, swear to and file all instruments necessary or appropriate to effectuate such substitution. A power of attorney similar to the foregoing shall be one of the instruments which the General Partner may require a substituted Limited Partner to execute and acknowledge; however, the power of attorney in this Agreement shall be binding upon any substituted Limited Partner even in the absence of such separate power of attorney. Upon the admission of a successor General Partner, each Partner at the request of the General Partner shall execute and acknowledge a new power of attorney as provided above expressly in favor of such successor General Partner; however, the power of attorney provided above shall inure to the benefit of each successor General Partner even in the absence of such new confirmatory power of attorney. 21. Amendments This Agreement may not be altered, amended, changed, waived or modified in any respect or particular unless the same shall be in writing signed by the General Partner and by the Limited Partners holding a majority in interest of the Limited Partners' interests hereunder. No amendment may be made to Articles 6, 8, 13 and 16 hereof, insofar as said Articles apply to the financial interests of the Partners, except by the vote or consent of the General Partner and all of the Limited Partners. 22. Miscellaneous This Agreement and the rights and liabilities of the parties hereunder shall be governed by and determined in accordance with the laws of the State of California. Every provision of this Agreement is intended to be severable. If any provision of this Agreement shall 23 be invalid or unenforceable, such invalidity or mie forocability sill not affect the other provisions of this Agreement, which shall Hain in full force and effect. The captions in this Agreement are for convenience only and are not to be considered in construing this Agreement. All pronouns shall be cleemcd to bo the masculine, feminine. neuter, singular or plural as the identity of the person or persons may require, References to a person or persons shatl include partnerships, eotPcmnions, limited IiabiliiY companies, unincorporated associations, trusts, estates and other types of entities- the General Partner ani the Limited Partners collectively are referred to herein as the Partners. Any one or the Partners is referred to herein as a Partner. References to the internal Revenue Code shall mean the Internal Revenue Code of 1956, as amended, and any successor or superseding federal revenue starute. This Agreement, and any ainendrnents hereto may be executed in counterparts all of which taken together shall consiittrie one agrccm f. This Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter hereof: Subjcut to the )irritations on transferability contained herein, this Agreement shall he binding upon and inure to the benefit of the parties hereto and to their respective heirs, executors, administrators, successors and assigns. No provision of this Agreement is intended to be for the benefit of or enforceable by any third party. IN WITNESS WHEREOF, the parties hereto have exevuted this Agreement on the date first above writtern BLACKPOINT PROPERTIES, LLC, t:iencral Partner By: Vr'il iam Stevenson, Limited Partner CSI P, INC., Limited Partner C €ement Balser. Pnµcident 24 LIMITED PARTNERSHIP AGREEMENT OF BP Dune Palms, LP LIMITED PARTNERSHIP AGREEMENT Dated November 7, 2022 among BLACKPOINT PROPERTIES, LLC General Partner and JEFF HALBERT WILLIAM STEVENSON CSBP, Inc. Limited Partners