EFTA01384605

HUESUS133 Alpha Group Capital TABLE OF CONTENTS ba ARTICLE I GENERAL PROVISIONS 2 Sec. 1.01 Formation of the Partnership 2 Sec. 1.02 Partnership Name and Address 2 Sec. 1.03 Registered Agent and Registered Office 2 Sec. 1.04 Fiscal Year 2 Sec. 1.05 Liability of Partner§ 2 Sec. 1.06 Purposes of the Partnership 3 Sec. 1.07 Assignability of Interest 4 ARTICLE II MANAGEMENT OF THE PARTNERSHIP 4 Sec. 2.01 Management Generally 4 Sec. 2.02 Authority of the General Partner 5 Sec. 2.03 Reliance by Third Parties 7 Sec. 2.04 Activity of the General Partner 7 Sec. 2.05 exculpation 7 Sec. 2.06 Indemnification of the General Partner 8 Sec. 2.07 Management Fee; Payment of Certain Costs and Expenses 9 Sec. 2.08 Principal Transactions and Other Related Party Transactions 10 ARTICLE III CAPITAL ACCOUNTS OF PARTNERS AND OPERATION THEREOF 11 Sec. 3.01 Definitions 11 Sec. 3.02 Capital Contributions 12 Sec. 3.03 Capital Accounts 13 Sec. 3.04 Partnership Percentages 13 Sec. 3.05 Allocation of Net Capital Appreciation or Net Capital 13 Depreciation Sec. 3.06 Amendment of Incentive Allocation 16 Sec. 3.07 Valuation of Assets 16 Sec. 3.08 Liabilities 17 Sec. 3.09 Allocation for Tax Purposes 18 Sec. 3.10 Determination by General Partner of Certain Matters 19 Sec. 3.11 Adjustments to Take Account of Certain Events 19 ARTICLE IV PARTNERS 19 Sec. 4.01 New Partners 19 ARTICLE V WITHDRAWALS AND DISTRIBUTIONS OF CAPITAL 20 Sec. 5.01 Withdrawals and Distributions in General 20 Sec. 5.02 Withdrawals 20 Sec. 5.03 Required Withdrawals 25 Sec. 5.04 Death. Disability. etc. of Limited Partners 25 DOC ID - 24457813.18 -1- CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0084936 CONFIDENTIAL SONY GM_00231120 EFTA01384605