Financial Investors LLPA

FINANCIAL INVESTORS LLPA - LIMITED LIABILITY PARTNERSHIP AGREEMENT

This Limited Liability Partnership Agreement (Agreement) is made and entered into as of Effective Date: by and between the persons and entities set forth below who hereby form a limited liability partnership under the laws of the state governing_law: (the Partnership).

1. Partnership Name and Principal Office

The name of the Partnership shall be Financial Investors LLPA. The principal place of business shall be:

2. Definitions

Capitalized terms used herein shall have the meanings assigned in this Agreement. "Capital Account" means an account maintained for each Partner in accordance with the rules set forth in this Agreement and applicable tax principles. "Contribution" means the cash, property, services or promissory obligations contributed by a Partner to the Partnership.

3. Partners and Contact Information

The names, addresses and initial roles of the Partners are set forth below. Each Partner represents that the information is true and complete and that such Partner has the authority to enter into this Agreement.

General Partner Limited Partner

General Partner Limited Partner

4. Capital Contributions and Capital Accounts

Each Partner shall contribute the capital set forth in Schedule A. The Partnership shall maintain Capital Accounts for each Partner in accordance with this Agreement and applicable tax rules. No Partner shall be entitled to withdraw any capital contribution except as provided herein.

Schedule A — Initial Capital Contributions

5. Allocation of Profits, Losses and Distributions

Profits and losses shall be allocated to Partners in proportion to their respective Capital Accounts, subject to any special allocations required by applicable tax law. Distributions shall be made at such times and in such amounts as determined by the Partners in accordance with this Agreement and shall be subject to reasonable reserves for liabilities and working capital.

6. Management and Voting

Management of the Partnership shall be conducted by the Partner(s) designated as managing_partner: , who shall have authority to bind the Partnership subject to any limitations set forth in this Agreement. Unless otherwise provided, action on Partnership matters shall require the approval of Partners holding more than fifty percent (50%) of the aggregate interest in profits.

7. Books, Records and Tax Matters

The Partnership shall keep complete and accurate books and records at the principal office. The Partnership's fiscal year shall end on fiscal_year_end: . The Partnership shall timely file all tax returns and provide each Partner with such information as reasonably necessary for tax reporting. The Partnership's tax matters partner shall be:

8. Transfers; Admission of Additional Partners

No Partner may transfer, encumber or assign its interest in the Partnership except with the prior written consent of the other Partners which consent shall not be unreasonably withheld. Admission of an additional Partner shall require the unanimous written consent of the existing Partners and an amendment to this Agreement executed by all Partners.

9. Dissociation and Dissolution

The Partnership shall be dissolved upon the occurrence of any event requiring dissolution under applicable law or upon the unanimous written agreement of the Partners. Upon dissolution, the Partnership's assets shall be liquidated and applied in the following order: (a) to pay or provide for the Partnership's liabilities, (b) to return contributions to Partners, and (c) to distribute any remaining assets to the Partners in accordance with their Capital Accounts.

10. Representations and Warranties

Each Partner represents and warrants that: (a) such Partner has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) execution, delivery and performance of this Agreement will not violate any agreement or law applicable to such Partner; and (c) any contribution made to the Partnership is free and clear of liens and encumbrances, unless otherwise disclosed in writing.

11. Indemnification

The Partnership shall indemnify and hold harmless each Partner and its affiliates, officers and directors against any loss, liability or expense arising out of the Partnership's activities, except for losses resulting from such Partner's gross negligence, willful misconduct or material breach of this Agreement.

12. Amendments

This Agreement may be amended only by a written instrument signed by all Partners. Any amendment that adversely affects the economic rights of any Partner shall not be effective without that Partner's written consent.

13. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified in governing_law: . Any dispute arising under or in connection with this Agreement shall be resolved by arbitration in accordance with the Partnership's agreed arbitration rules, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

14. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, sent by certified mail, or delivered by nationally recognized overnight courier to the addresses set forth below or to such other address as a Partner designates by written notice to the other Partners.

15. Miscellaneous Provisions

Severability: If any provision of this Agreement is invalid or unenforceable, the remainder shall remain in full force and effect. Entire Agreement: This Agreement, including all Schedules, constitutes the entire agreement of the Partners with respect to the subject matter hereof. Waiver: No failure or delay by any Partner in exercising any right shall operate as a waiver thereof.

Acknowledgment and Certification

Each Partner hereby certifies and acknowledges that such Partner has read and understands this Agreement, has had the opportunity to consult with legal and tax advisors, and agrees to be bound by the terms and conditions set forth herein. Each Partner further represents that the execution and delivery of this Agreement have been duly authorized.

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