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Home My WebLink About08-18-15 J 15 0 5 618 6 2 7 3M464710.000 pennsylvania DEPARiMENT OF REVENUE��O3-'I4��TP� REV-1500 OFFICIAL USE ONLY Bureau of Individual Taxes County Code Year File Number PO BOX 280601 INHERITANCE TAX RETURN 21 15 0 0 4 2 Harrisburg, PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY 12142014 11031929 DecedenYs Last Name Suffix DecedenYs First Name M I BEREN DANIEL E (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name M I THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW � 1. Original Return � 2. Supplemental Return � 3. Remainder Return(date of death prior to 12-13-82) � 4. Agriculture Exemption(date of � 5. Future Interest Compromise(date of � 6. Federal Estate Tax Return Required death on or after 7-1-2012) death after 12-12-82) a7. Decedent Died Testate � 8. Decedent Maintained a Living Trust 1 9. Total Number of Safe Deposit Boxes (Attach copy of will.) (Attach copy of trust.) � 10. Litigation Proceeds Received � 11. Non-Probate Transferee Return � 12. Deferral/Election of Spousal Trusts (Schedule F and G Assets Only) � 13. Business Assets � 14. Spouse is Sole Beneficiary (No trust involved) CORRESPONDENT- THIS SECTION MUST BE COMPLETED.ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOUID BE DIRECTED TO: Name Daytime Telephone Number JOHN D - SHERIDAN, ESQ • 717-540-9170 First Line of Address SUITE 201 Second Line of Address 2080 LINGLESTOWN ROAD City or Post Office State ZIP Code HARRISBURG PA 1711� �orrespondent's emai�adaress: J S H E R I D A N a�S S B C—L A W • C 0 M REGISTER OF WILLS USfs.DNLY � � REGISTER OF WILLS USE ONLY G � � f�l DATE FILED MMDDYYYY O .-� rn C� ''- �7 �..._ � O �j � ''� � _� 7 . r.. � , �� DA7E FTLED'STA -' t'LL7 "1 � '- '�'! F—` -.:� C'y � +-- rn ,-- PLEASE USE ORIGINAL FORM ONLY � �n o W Side 1 � �� 1505618627 1505618627 J • �� \ Estate of DANIEL E. BEREN 147-24-5577 Executors (Page 1) Name JOHN D. SHERIDAN Address SERRATELLI, SCHIFFMAN & BROWN 2080 LINGLESTOWN ROAD, SUITE 201 HARRISBURG, PA 17110- Tax ID �'��f-[�/�- j�� 1505618635 REV-1500 EX(TP) DecedenYs Social Security Number DecedenYSNarr�e:BEREN DANIEL E RECAPITULATION 1. Real Estate(Schedule A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1. � • �� 2. Stocks and Bonds(Schedule B) , , , , , , , , , , , , , , , , , , , , , , , , , 2. ],,7 0 0,6 3 5 • 0 0 3. Closely Held Corporation,Partnership or Sole-Proprietorship(Schedule C). . . . . 3. 3],4 �8 3 6 • �0 4. Mortgages and Notes Receivable(Schedule D). . . . . . . . , , q. 0 • �� 5. Cash, Bank Deposits and Miscellaneous Personal Property(Schedule E), , , , , , 5. I,3 5,9 7 4 • �� 6. Jointly Owned Property(Schedule F) � Separate Billing Requested. . . . . 6. 17,�2� • �� 7. Inter-Vivos Transfers&Miscellaneous Non-Probate Property (Schedule G) � Separate Billing Requested, . . , , 7. 1 , 4 8 9,17 3 • 0 0 8. Total Gross Assets(total Lines 1 through 7) , , , , , , , , , , , , , , , , , , g, 3,6 5 8,3 3 8 • 0� 9. Funeral Expenses and Administrative Costs(Schedule H). . . . . . . . . . . . . g, ],�7,8 7 6 • 0� 10. Debts of Decedent, Mortgage Liabilities and Liens(Schedule I), . . . . . , , , , �p. 3, 4�� • �� 11. Total Deductions(total Lines 9 and 10). . . . . . . . . . . . . . . . . . . . . 11. 11],,2 7 6 • �� 12. Net Value of Estate(Line 8 minus Line 11) , , , , , , , , , , , , , , , , , , , 12. 3,5 4 7,0 6 2 • �� 13. Charitable and Governmental Bequests/Sec.9113 Trusts for which an election to tax has not been made(Schedule J), , , , , , , , , , , , , , , , �g. � • �� 14. Net Value Subject to Tax(Line 12 minus Line 13), , , , , , , , , , , , , , , , �q. 3,5 4 7,0 6 2 • �� TAX CALCULATION - SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate,or transfers urlder Sec.9116 (a)(1.2)X.0� � . �Q 15. � • 0� 16. Amount of Line�41�xable at�inea�rate x.d� 3,5 4 7,0 6 2 • 0 0 �s. 15 9,618 • 0 0 17. Amount of Line 14 taxable at sibling rate X.12 � • �� 17. � • �� 18. Amount of Line 14 taxable at collateral rate X.15 � • �0 18. Q • Q Q 19. TAX DUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19. 15�I,67,8 • �0 20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT X❑ Under penalties of perjury,I declare that 1 have examined this return,including accompanying schedules and statements,and to the best of my knowledge and belief, it is true, correct and complete. Declaration of preparer other than the person responsible for filling the return is based on all information of which preparer has a owledge. IGNA OF P ON RESPO I¢ E FO FILING RE N DA E!! � �Lt./ /7 SS 0 0 LINGLESTOWN ROAD, SUITE 201 HARRISBURG, PA 17110 SI TURE OF PREPARER OTHER THAN PERSON RESPONSIBLE FOR FILING THE RETURN DATE ADDRESS i iiiiii iiiii iiiii i ii i i iiii�iiiii i�i�iiiii iiiii iiii iiii Side 2 � 6 86 1505618635 � 3M464810.000 REV-1500 EX(TP) Page 3 File Number Decedent's Complete Address: 21 15 0 0 4 2 DECEDENTS NAME R A STREET ADDRESS A CITY STATE ZIP AMP H L PA 7011 Tax Payments and Credits: 1. Tax Due(Page 2,�ine 19) (1) 15 9,618 • 0 0 2. Credits/Payments A. Prior Payments 161�0 0 0 • 0 0 e.Discount 7,9 81 • 0 0 (See instructions.) Total Credits(A+B) (2) 16 8,9 81 • 0 0 3. Interest (3) � • �� 4. if Line 2 is greater than Line 1 +Line 3,enter the difference.This is the OVERPAYMENT. Fill in oval on Page 2,Line 20 to request a refund. (4) 9�3 6 3 • �� 5. If Line 1 + Line 3 is greater than Line 2,enter the difference.This is the TAX DUE. (5) _ 0 • �� Make check payable to: REGISTER OF WILLS, AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ � b. retain the right to designate who shall use the property transferred or its income . . . . . . . . . . . . . . ❑ ❑X c. retain a reversionary interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ � d. receive the promise for life of either payments,benefits or care? . . . . . . . . . . . . . . . . . . . . . . ❑ � 2. If death occurred after Dec. 12, 1982,did decedent transfer property within one year of death without receiving adequate consideration? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ ❑X 3. Did decedent own an"in trust for"or payable-upon-death bank account or security at his or her death? . . . . . ❑ � 4. Did decedent own an individual retirement account, annuity,or other non-probate property,which contains a beneficiary designation? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . � ❑ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1, 1994, and before Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent[72 P.S.�9116(a)(1.1)(i)]. For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S.�9116 (a)(1.1)(ii)].The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1,2000: • The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent, an adoptive parent or a step-parent of the child is 0 percent[72 P.S.§9116(a)(1.2)]. • The tax rate imposed on the net value of transfers to or for the use of the decedenYs lineal beneficiaries is 4.5 percent,except as noted in[72 P.S.§9116(a)(1)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent [72 P.S.g9116(a)(1.3)]. A sibling is defined, under Section 9102,as an individual who has at least one parent in common with the decedent,whether by blood or adoption. 3M4671 4.000 REV-1503 EX+(&12) pennsyivania SCHEDULE B DEPARTMENTOFREVENUE STOCKS & BONDS INHERfTANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER DANIEL E. BEREN 21 15 0042 All property jointly owned with right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1. 855 Shares BRCLYS CNIDTY ETN CUSIP: 06738C778 27,183 2 25,000 Par BUFFALO NY REF BDS SERV. 2011F 02.37500$ 25,826 3 25,000 Par BURLINGTON CNTY NJ GEN IMPT BDS SERV. CUSIP: 1216376G2 25,741 4 1,970.579 Shares CALAMOS MARKET NEUTRAL INC CL A CUSIP: 128119203 25,696 5 25,000 Par CALIFORNIA PA SCH DISTRICT GO BDS CUSIP: 130532JH8 25,364 6 25,000 Par CHARTIERS HOUSTON PA SCH DIS GO BDS CUSIP: 161343HG6 25,375 7 1,075.804 Shares EUROPACIFIC GROWTH FUND F1 CUSIP: 298706409 50,929 8 70 Shares EXXON MOBIL CORP CUSIP: 30231G102 6,137 9 25,000 Par FEDERAL HOME LOAN BANK 3.125� CUSIP: 3133XXP43 25,841 10 5,423.749 Shares FIDELITY FLOATING RATE HI CUSIP: 315916783 52,014 Total from continuation schedules . . . . . . . . . 1,410,529 TOTAL (Also enter on Line 2,Recapitulation) $ 1,7 00,635 zwasss z.000 If more space is needed,insert additional sheets of the same size Estate of: DANIEL E. BEREN 21 15 0042 Schedule B (Page 2) Item Value at Date No. Description of Death 11 580 Shares FT NASDAQ 100 TECHNOLOGY FD CUSIP: 337345102 25,173 12 1,225.865 Shares GATEWAY FUND CLASS A CUSIP: 367829207 36,004 13 500 Shares GENERAL ELECTRIC CO CUSIP: 369604103 12,459 14 2,243.61 Shares HIGHLAND LONG SHORT EQUITY FD A (pyxis) CUSIP: 430070201 25,734 15 30 Shares INTL BUSINESS MACHINE CUSIP: 459200101 4,691 16 290 Shares ISHARES MSCI EMERGING MARKET MINIMUM VOLATILITY CUSIP: 464286533 16,195 17 1,190 Shares ISHARES CORE S&P 500 ETF CUSIP: 464287200 241,377 18 595 Shares ISHARES CORE S&P MID-CAP ETF CUSIP: 464287507 83,623 19 535 Shares ISHARES RUSSELL 2000 INDEX CUSIP: 464287655 61,457 20 200 Shares ISHARES CORE S&P SMAI�L-CAP CUSIP: 464287804 21,874 21 310 Shares ISHARES S&P SMALLCAP 600 GR CUSIP: 464287887 36,334 22 550 Shares JP MORGAN ALERIAN MLP ETN CUSIP: 46625H365 23,702 Total (Carry forward to main schedule) 586,623 Estate of: DANIEL E. BEREN 21 15 0042 Schedule B (Page 3) Item Value at Date No. Description of Death 23 35,000 Par LACKAWANNA NY CAP IMPT PROG BDS SER. CUSIP: 505516EB6 35,885 24 2,290.143 Shares MAINSTAY MARKETFIELDFUND CLASS I CUSIP: 56064B852 36,986 25 1,661.194 Shares TORTOISE MLP & PIPELINE FUND INVESTOR CLASS CUSIP: 56166Y305 25,134 26 3,346.043 Shares MERGER FUND CUSIP: 59509108 53,537 27 25,000 Par MOHAWK PA AREA SCH DIST 2.00� 11/O1/2019 CUSIP: 608156HS7 25,315 28 25,000 Par OHIO ST CAPITAL FACS 2.00� 10/O1/2019 CUSIP: 677521D78 25,475 29 260 Shares PACIRA PHARMACEUTICALS INC CUSIP: 695127100 23,832 30 25,000 Par PAGE AZ REV 3.00$ 07/Ol/2017 CUSIP: 69547RAE5 26,283 31 10,000 Par PENNSYLVANIA ST FIN AUTH 1. 65$ 11/15/2019 10,159 32 15,000 Par PENNSYLVANIA ST FIN AUTH 1.65� 11/15/2019 CUSIP: 70915CMJ6 14,927 33 9,403 Shares PROPHASE LABS INC CUSIP: 74345W108 12,483 Total (Carry forward to main schedule) 290,016 Estate of: DANIEL E. BEREN 21 15 0042 Schedule B (Page 4) Item Value at Date No. Description of Death 34 25,000 Par ROGERS ARK SCH DIST 2.00� 02/O1/2018 CUSIP: 775082F39 25,663 35 25,000 Par SOMERSET PA AREA SCH DIST 3.00$ 3/15/2015 CUSIP: 834889NV5 25,104 36 25,000 Par STATE PUB SCH BLDG AUTH PA COLLEGE CUSIP: 85732MLM7 26,236 37 25,000 Par STATE PUB SCH BLDG AUTH PA 2.00�s 10/15/2018 CUSIP: 85733ADT6 25,847 38 2,716.382 Shares TEMPLETON GL BOND A CUSIP: 880208103 35,123 39 1,072.202 Shares WASATCH LONG SHORT CUSIP: 936793835 16,373 40 2,716.061 Shares WASHINGTON MUTUAL INV FD F1 CUSIP: 939330403 113,721 41 25,000 Par WAUKEE IA 2.00$ 06/01/2018 CUSIP: 942830PE4 25,627 42 100,000 Shares WIDEPOINT CORP CUSIP: 967590100 126,750 43 25,000 Par YORK PA CITY SEWER REV 3.00� 12/O1/2017 CUSIP: 986863EV6 25,457 44 5,747.914 Shares WELLS FARGO PREM LARGE CO GR CUSIP: 94984B462 85,989 Total (Carry forward to main schedule) 531,890 REV-1504EX+(g-12) SCHEDULE C pennsylvania CLOSELY-HELD CORPORATION, DEPARINIENTOF REVENUE INHERITANCE TAX RETURN PARTNERSHIP OR RESIDENT DECEDENT SOLE-PROPRIETORSH IP ESTATE OF FILE NUMBER DANIEL E. BEREN 21150042 Schedule C-1 or C-2 (including all supporting information)must be attached for each closely-held corporation/partnership interest of the decedent, other than a sole-proprietorship. See instructions for the supporting information to be submitted for sole-proprietorships. ITEM NUMBER VALUE AT DATE NUMBER DESCRIPTION OF DEATH �• QUARTERNITY OIL COMPANY 61,762 (See Attached Valuation Report) 2 CARLA OIL & ROYALTY COMPANY 53,069 (See Attached Valuation Report) 3 URBAN STORAGE FUND LP CUSIP: URBANSTOR 100,000 4 VILLAGE CANTERBURY LP CUSIP: VILLAGECB 100,005 TOTAL(Also enter on line 3,Recapitulation) $ 314,836 2wass�z.000 (If more space is needed,insert additional sheets of the same size) REV-1506EX+�,Z_„> SCHEDULE C-2 pennsylvania DEPAR"MIENTOF REVENUE PARTNERSHIP RESIDENTDEC D NTTURN INFORMATION REPORT ESTATE OF FILE NUMBER DANIEL E. BEREN 21 15 0042 1. Name of Partnership OUATERNITY OIL COMPANY Date Business Commenced Address Business Reporting Year City State Zip Code 2. Federai Employer ID Number23-6254031 3. Type of Business ProductJService pIL & GAS 4. Decedent was a � General ❑ Limited partner. If decedent was a limited partner, provide initial investment $ p 5� PARTNER NAME PERCENT PERCENT BALANCE OF OF INCOME OF OWNERSHIP CAPITAL ACCOUNT A. SEE ATTACHED PARTNERSHIP AGMT B. C. D. 6. Value of the decedenYs interest $ 61,762 7. Was the partnership indebted to the decedent?, , , , , , , , , , , , , , , , , , , , , , ❑ Yes � No If yes, provide amount of indebtedness $ 0 8. Was there life insurance payable to the partnership upon the death of the decedent? . ❑ Yes � No If yes, Cash Surrender Value$ 0 Net proceeds payable $ 0 Owner of the policy 9. Did the decedent seil or transfer an interest in this partnership within one year prior to death or within two years if the date of death was prior to 12-31-82? ❑ Yes ❑X No If yes, ❑ Transfer ❑ Sale Percentage transferred/sold 0.0000 Transferee or Purchaser Consideration $ 0 Date Attach a separate sheet for additional transfers and/or sales. 10. Was there a written partnership agreement in effect at the time of the decedent's death? , , , , , , �X Yes ❑ No If yes, provide a copy of the agreement. 1 1. Was the decedenYs partnership interest sold?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ Yes ❑X No If yes, provide a copy of the agreement of sale, etc. 12. Was the partnership dissolved or liquidated after the decedenYs death?. . . . . . . . . . . . . . . . ❑ Yes � No If yes, provide a breakdown of distributions received by the estate, including dates and amounts received. 13. Was the decedent related to any of the partners?. . . . . . . . . . . . . . . . . . . . . . . . � Yes ❑ No Ifyes, explain Partnersh� contains other family members 14. Did the partnership have an interest in other corporations or partnerships? . . . . . . . . . . . . . . ❑ Yes � No If yes, report the necessary information on a separate sheet, including a Schedule C-1 or C-2 for each interest. THE FOLLOWING INFORMATION MUST BE SUBMITTED WITH THIS SCHEDULE A. Detailed calculations used in the valuation of the decedenYs partnership interest. B. Complete copies of financial statements or federal partnership income tax returns(Form 1065)for the year of death and four preceding years. C. If the partnership owned real estate, submit a list showing the complete address/es and estimated fair market value/s. If real estate appraisals have been secured,attach copies. D. Any other information relating to the valuation of the decedenYs partnership interest. 1 W4699 2.000 REV-1506EX+��p_��) SCHEDULE C-2 pennsylvania DEPARTMENTOF REVENUE PARTNERSHIP INHERITANCETAXRETURN INFORMATION REPORT RESIDENT DECEDENT ESTATE OF FILE NUMBER DANIEL E. BEREN 21 15 0042 1. Name of Partnership CARLA OIL & ROYALTY Date Business Commenced Address p0 BOX 670525 Business Reporting Year City DALLAS State TX Zip Code �5367-0525 2. Federal Employer ID Number23-6444820 3. Type of Business Product/Service 4. Decedent was a ❑ General ❑ Limited partner. If decedent was a limited partner, provide initial investment $ p 5' PARTNER NAME PERCENT PERCENT BALANCE OF OF INCOME OF OWNERSHIP CAPITAL ACCOUNT A. SEE ATTACHED PARTNERSHIP AGMT B. C. D. 6. Value of the decedent's interest $ 53,069 7. Was the partnership indebted to the decedent?, , , , , , , , , , , , , , , , , , , , , , ❑ Yes � No If yes, provide amount of indebtedness $ 0 8. Was there life insurance payable to the partnership upon the death of the decedent? . ❑ Yes � No If yes, Cash Surrender Value$ 0 Net proceeds payable $ 0 Owner of the policy 9. Did the decedent sell or transfer an interest in this partnership within one year prior to death or within two years if the date of death was prior to 12-31-82? ❑ Yes � No If yes, ❑ Transfer ❑ Sale Percentage transferred/sold 0.0000 Transferee or Purchaser Consideration $ p Date Attach a separate sheet for additional transfers and/or sales. 10. Was there a written partnership agreement in effect at the time of the decedenYs death? , , . , , . �X Yes ❑ No If yes, provide a copy of the agreement. 1 1. Was the decedenYs partnership interest sold?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ Yes ❑x No If yes, provide a copy of the agreement of sale,etc. 12. Was the partnership dissolved or liquidated after the decedent's death?. . . . . . . . . . . . . . . . ❑ Yes � No If yes, provide a breakdown of distributions received by the estate, including dates and amounts received. 13. Was the decedent related to any of the partners?. . . . . . . . . . . . . . . . . . . . . � Yes ❑ No If yes, explain Partnership contains other family members 14. Did the partnership have an interest in other corporations or partnerships? . . . . . . . . . . . . . . ❑ Yes � No If yes, report the necessary information on a separate sheet, including a Schedule C-1 or C-2 for each interest. THE FOLLOWING INFORMATION MUST BE SUBMITTED WITH THIS SCHEDULE A. Detailed calculations used in the valuation of the decedenYs partnership interest. B. Complete copies of financial statements or federal partnership income tax returns(Form 1065)for the year of death and four preceding years. C. If the partnership owned real estate, submit a list showing the complete address/es and estimated fair market value/s. If real estate appraisals have been secured,attach copies. D. Any other information relating to the valuation of the decedenYs partnership interest. iwasss z.000 REV-1506EX+�,2_,,, SCHEDULE C-2 pennsylvania DEPARiMENT OF REVENUE PARTN E RS H I P INHERITANCETAXRETURN INFORMATION REPORT RESIDENT DECEDENT ESTATE OF FILE NUMBER DANIEL E. BEREN 21 15 0042 1. Name of Partnership VILLAGE AT CANTERBURY, LP Date Business Commenced 12/31/2011 Address 2121 OLD GATESBURG ROAD, SUITE 200 Business Reporting Year City STATE COLLEGE State PA Zip Code 16803 2. Federal Employer ID Number35-2434799 3. Type of BusinessLP Product/Service ACQUISITION OF REAL ESTATE 4. Decedent was a ❑ General � Limited partner. If decedent was a limited partner, provide initial investment $ 100,000 5' PARTNER NAME PERCENT PERCENT BALANCE OF OF INCOME OF OWNERSHIP CAPITAL ACCOUNT A. SEE ATTACHED PARTNERSHIP AGMT. B. G D. 6. Value of the decedenYs interest $ 100,000 7. Was the partnership indebted to the decedent?, , , , , , , , , , , , , , , , , , , , , , ❑ Yes ❑ No If yes, provide amount of indebtedness $ 0 8. Was there life insurance payable to the partnership upon the death of the decedent? . ❑ Yes � No If yes, Cash Surrender Value$ 0 Net proceeds payable $ 0 Owner of the policy 9. Did the decedent sell or transfer an interest in this partnership within one year prior to death or within two years if the date of death was prior to 12-31-82? ❑ Yes 0 No If yes, ❑ Transfer ❑ Sale Percentage transferred/sold 0.0000 Transferee or Purchaser Consideration $ 0 Date Attach a separate sheet for additional transfers and/or sales. 10. Was there a written partnership agreement in effect at the time of the decedenYs death? . , , , , . ❑X Yes ❑ No If yes, provide a copy of the agreement. 11. Was the decedenYs partnership interest sold?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ Yes ❑X No If yes, provide a copy of the agreement of sale, etc. 12. Was the partnership dissolved or liquidated after the decedent's death?. . . . . . . . . . . . . . . . ❑ Yes � No If yes, provide a breakdown of distributions received by the estate, inciuding dates and amounts received. 13. Was the decedent related to any of the partners?. . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ Yes � No If yes, explain 14. Did the partnership have an interest in other corporations or partnerships? . . . . . . . . . . . . . . ❑ Yes � No If yes, report the necessary information on a separate sheet, including a Schedule C-1 or C-2 for each interest. THE FOLLOWING INFORMATION MUST BE SUBMITTED WITH THIS SCHEDULE A. Detaiied calculations used in the valuation of the decedenYs partnership interest. B. Complete copies of financial statements or federal partnership income tax returns(Form 1065)for the year of death and four preceding years. C. If the partnership owned real estate, submit a list showing the complete addressles and estimated fair market value/s. If real estate appraisals have been secured,attach copies. D. Any other information relating to the valuation of the decedent's partnership interest. iwasss z.000 REV-1506EX+�iy_�� SCHEDULE C-2 pennsylvania DEPAf2iMENT OF REVENUE PART N E RS H I P INHERITANCETAXRETURN INFORMATION REPORT RESIDENT DECEDENT ESTATE OF FILE NUMBER DANIEL E. BEREN 21 15 0042 1. Name of Partnership �p,t.7 STORAGE FUND, LP Date Business Commenced 3/31/2013 Address 2121 OLD GATESBURG ROAD, SUITE 200 Business Reporting Year City STATE COLLEGE State PA Zip Code 16803 2. Federal Employer ID Number46-2694524 3. TypeofBusinessLP Product/Service ACQUIRE, OWN & OPERATE STORAGE iTNITS 4. Decedent was a ❑ General � Limited partner. If decedent was a limited partner, provide initial investment $ 100,000 5' PARTNER NAME PERCENT PERCENT BALANCE OF OF INCOME OF OWNERSHIP CAPITAL ACCOUNT A. B. C. D. 6. Value of the decedenYs interest $ 100,000 7. Was the partnership indebted to the decedent?, , , , , , , , , , , , , , , , , , , , , , ❑ Yes ❑ No If yes, provide amount of indebtedness $ 0 8. Was there life insurance payable to the partnership upon the death of the decedent? . ❑ Yes ❑ No If yes, Cash Surrender Value$ 0 Net proceeds payable $ 0 Owner of the policy 9. Did the decedent sell or transfer an interest in this partnership within one year prior to death or within two years if the date of death was prior to 12-31-82? ❑ Yes � No If yes, ❑ Transfer ❑ Sale Percentage transferred/sold 0.0000 Transferee or Purchaser Consideration $ 0 Date Attach a separate sheet for additionai transfers and/or sales. 10. Was there a written partnership agreement in effect at the time of the decedenYs death? _ , , , , , ❑X Yes ❑ No If yes, provide a copy of the agreement. 1 1. Was the decedenYs partnership interest sold?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ Yes ❑X No If yes, provide a copy of the agreement of sale,etc. 12. Was the partnership dissolved or liquidated after the decedenYs death?. . . . . . . . . . . . . . . . ❑ Yes � No If yes, provide a breakdown of distributions received by the estate, including dates and amounts received. 13. Was the decedent related to any of the partners?. . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ Yes � No If yes, explain 14. Did the partnership have an interest in other corporations or partnerships? . . . . . . . . . . . . . . ❑ Yes � No If yes, report the necessary information on a separate sheet, including a Schedule C-1 or C-2 for each interest. THE FOLLOWING INFORMATION MUST BE SUBMITTED WITH THIS SCHEDULE A. Detailed calculations used in the valuation of the decedent's partnership interest. B. Complete copies of financial statements or federal partnership income tax returns(Form 1065)for the year of death and four preceding years. C. If the partnership owned real estate, submit a list showing the complete address/es and estimated fair market value/s. If real estate appraisals have been secured,attach copies. D. Any other information relating to the valuation of the decedenYs partnership interest. iwasss 2.000 REV-1508 EX+(0&12) pennsylvania SCHEDULE E DEPARTMENTOF REVENUE CASH, BANK DEPOSITS 8� MISC. RESIDENTDEC ENTTURN PERSONAL PROPERTY ESTATE OF: FILE NUMBER: DANIEL E. BEREN 21 15 0042 Include the proceeds of litigation and the date the proceeds were received by the estate. All ro ert 'ointl owned with ri ht of survivorshi must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1. COMMONWEALTH OF PENNSYLVANIA (ANNiJITY PAYMENT) 1,298 2 WALL STREET JOURNAL (g��D) 355 3 UNUM LONG TERM CARE INSURANCE (NURSING HOME REIMBURSEMENT) 3,500 4 FIDELITY MONEY MARKET CUSIP: 316048107 96,106 5 HOUSEHOLD PERSONAL PROPERTY 250 (The decedent lived in an apartment/assisted living at the time of death and personal property was limited and did not warrant the cost of an appraisal) 6 COLLECTIBLE PERSONAL PROPERTY 26,900 (SEE ATTACHED APPRAISAL) 7 UNUM LONG TERM CARE INSURANCE (NURSING HOME REIMBURSEMENT) 6,860 8 UNUM LONG TERM CARE INSURANCE (NURSING HOME REIMBURSEMENT) 459 9 TRAVERLERS INSURANCE REFUND 83 10 TRAVERLERS INSURANCE REFUND 163 TOTAL(Also enter on line 5,Recapitulation) S 135,974 2Wasno 2.000 If more space is needed,use addflional sheets of paper of the same size. REV-1509 IX+(01-10) pennsylvania SCHEDULE F DEPARTMENTOFREVENUE INHERITANCE TAX RETURN JOINTLY-OWNED PROPERTY RESIDENT DECEDENT ESTATE OF: FILE NUMBER: DANIEL E. BEREN 21 15 0042 If an asset became jointly owned within one year of the decedenYs date of death,it must be reported on Schedule G. SURVNING JOINTTBJAPlT(S)P1ANE(S) ADDRESS R�ATIONSHIPTO DECEDFNi A BEREN, SANDRA 3204 SHAWNEE GREEN, AMBLER, PA 19002 Daughter JOINTLY OWNED PROPERTY: �TTER �'� DESCRIPTION OF PFtOP6�TY %OF DATE OF DEAT}-I �M FOR JOINT MADE INCLl1�E NAtvE OF FINANCIAL INSTITUTION AND BANK ACCOUN�NUhHER IXi SIMLAR DATE OF DEATH �(�'�(rS VALUE OF NUIV�ER TENPNT JOIN� IDENTIFYINGNUhHER.ATTACHDEEDFORJqNTLVHELDREALESTATE. VALUEOFASSET INTEREST DEC�B�IT'SIPtTEREST 1 A 6/26/2007 M&T BANK CHECKING ACCOUNT #9835203119 35,440 50.0000 17,720 TOTAL (Also enter on Line 6, Recapitulation) $ 17,720 swasne z.000 If more space is needed, use additional sheets of paper of the same size. REV-1510EX+(OB-09) SCHEDULE G pennsylvania DEPARTMENTOFREVENUE INTER-VIVOS TRANSFERS AND INHERITANCE TAX RETURN MISC. NON-PROBATE PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER DANIEL E. BEREN 21 15 0042 This schedule must be completed and filed if the answer to any of questions 1 through 4 on page three of the REV-1500 is yes. DESCRIPTION OF PROPERTY ITEM If�LLAETFEFIAMEOFTFE7RAN5FEREE,THEIR RELA710NSWPTO DECEDEMAND DATE OF DEATH %OF DECD�S �CLUSION TAXABLE NUMBE �DNiEOFTRNSFER.ATfACHACOPYOFTHEDEEDFORREALESTATE. VALUEOFASSET INTEREST IFPPPLICABLE VALUE �• FIDELITY IRA ACCOUNT #49009163507 1,489,173 100.0000 0 1,489,173 NAMED BENEFICIARIES: SANDRA BEREN, DAUGHTER (1/3) JANE BEREN, DAUGHTER (1/3) DAY BEREN, SON (1/3) TOTAL(Also enter on line 7,Recapitulation)$ 1 489 173 If more space is needed,use additional sheets of paper of the same size. 9W46AF 2.000 REV-1511 EX+,o&,3> SCHEDULE H pennsylvania DEPARTMENTOF REVENUE FUNERAL EXPENSES AND INHERITANCETAXRETURN ADMINISTRATIVE COSTS RESIDENT DECEDENT ESTATE OF FILE NUMBER DANIEL E BEREN 21 15 0042 DecedenYs debts must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: � RUSSELL SULLIVAN (HONORARIUM) 150 Total from continuation schedules . . . . . . . . . 10,909 B. ADMINISTRATIVE COSTS: 1. Personal Representative Commissions: 36,000 Name(s)of Personal Representative(s)JOHN D SHERIDAN Street Address 2080 LINGLESTOWN ROAD, SUITE 201 City HARRISBURG State PA ZIP 17110 Year(s)Commission Paid:2015 2. Attorney Fees: 50,000 3. Family Exemption: (If decedenYs address is not the same as claimanYs,attach explanation.) Claimant Street Address City State ZIP Relationship of Claimant to Decedent 4. Probate Fees: 1,221 5. Accountant Fees: 1,060 6. Tax Return Preparer Fees: 7. 1 MICHAEL IVANKOVICH (PERSONAL PROPERTY APPRAISER) 1,000 2 THE SENTINEL (ESTATE ADVERTISEMENT) 74 Total from continuation schedules . . . . . . . . . 7,462 TOTAL(Also enter on Line 9,Recapitulation) $ 107 876 swasac z.000 If more space is needed, use additional sheets of paper of the same size. Estate of: DANIEL E. BEREN 21 15 0042 Schedule H Part 1 (Page 2) Item No. Description Amount 2 ELLEN HUNT (HONORARIUM) 15 0 3 HARRISBURG HILTON (FUNERAL RECEPTION) 5,500 4 MUSSELMAN FUNERAI� HOME & CREMATION SERVICES 2,275 5 HARVEST SUSQUEHANNA (FAMILY GATHERING DINNER) 906 6 PEALERS FLOWER SHOPS 541 7 ENGRAVED STATIONERY (THANK YOU NOTES) 329 8 THE PATRIOT NEWS (OBITUARY) 1,208 Total (Carry forward to main schedule) 10,909 Estate of: DANIEL E. BEREN 21 15 0042 Schedule H Part 7 (Page 2) 3 CUMBERLAND LAW JOURNAL (ESTATE ADVERTISEMENT) 75 4 UPS OVERNIGHT MAIL FEE 77 5 PA DEPARTMENT OF REVENUE (2014 INCOME TAX EXTENSION) 1,000 6 US TREASURY (2014 INCOME TAX EXTENSION) 4,000 7 M&T BANK (CHECK CHARGES/WIRE TRANSFER FEES) 46 8 LUCAS & ASSOCIATES (CARLA OIL & QUARTERNITY OIL VALUATIONS) 800 9 SHIP SMART CUSTOMER PACKAGING & SHIPPING 1,464 Total (Carry forward to main schedule) 7,462 REV-1512 EX+(12-12) pennsylvania SCHEDULE I DEPAR7MENTOF REVENUE DEBTS OF DECEDENT� INHERITANCETAXRETURN MORTGAGE LIABILITIES & LIENS RESIDENT DECEDENT ESTATE OF FILE NUMBER DANIEL E. BEREN 21 15 0042 Report debts incurred by the decedent prior to death that remained unpaid at the date of death,including unreimbursed medical expenses. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH �• COMMUNITY LIFE TEAM PATIENT #8837 99 2 SPARTAN PHARMACY ACCOUNT #002716 57 3 THE WOODS AT CEDAR RUN 2,552 4 PA STATE EMPLOYEES RETIREMENT SYSTEM (REFUND OF OVERPAYMENT) 692 TOTAL(Also enter on Line 10,Recapitulation) $ 3 400 2W46AH 2.000 If more space is needed, insert additional sheets of the same size. REV-1513EX+(01-10) SCHEDULE J pennsylvania DEPARTMENTOFREVENUE � pENEFICIARIES INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF: FILE NUMBER: DANIEL E. BEREN 21 15 0042 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S)RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE I TAXABLE DISTRIBUTIONS[Include outright spousal distributions and transfers under Sec. 9116(a)(1.2).] �. SANDRA BEREN 3204 SHAWNEE GREEN P.NIBLER, PA 19002 FIDELITY IRA ACCOUNT #49009163507 Inventory Value: 496,392 M&T BANK CHECKING ACCOUNT #9835203119 Inventory Value: 17,720 One Third of Residue: 680,056 Daughter 1,194,168 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18 OF REV-1500 COVER SHEET,AS APPROPRIATE. �� NON-TAXABLEDISTRIBUTIONS A.SPOUSAL DISTRIBU110NS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN: L B.CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS: 1. TOTAL OF PART II-ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. $ 0 swasai z.000 If more space is needed, use additional sheets of paper of the same size. Estate o£: DANIEL E. BEREN 21 15 0042 Schedule J Part 1 (Page 2) Item No. Description Relation Amount 2 JANE BEREN 3 OLD NURSERY LANE PRINCETON, NJ 08540 FIDELITY IRA ACCOUNT #49009163507 Inventory Value: 496,391 One Third of Residue: 680,056 Daughter 1,176,447 3 DAY BEREN 7106 FICUS COURT CORPUS CRISTI, TX 78414 FIDELITY IRA ACCOUNT #49009163507 Inventory Value: 496,391 One Third of Residue: 680,056 Son 1,176,447 INHERITANCE TAX INDEX 1. Last Will and Testament (Page 1) 2. Safe Deposit Box Inventory(box was empty) (Page 1) 3. Quarternity Oil Company (Schedule C) 4. Carla Oil & Royalty Company (Schedule C) 5. Urban Storage Fund (Schedule C) 6. Village Canterbury (Schedule C) 7. Collectible Personal Property Appraisal (Schedule E) REGiSTER OF WILLS CERTIFICATE OF CUMBERLAND COUNTY GRANT OF LETTERS PENNSYLVANIA ,} 7 `',1� a � ��ir'`� �+. � �a�� _ . •�� (�S�\ ��\ No. 2015- 00042 PA No. 21- �5- 0042 �� (� �� t�� \ Es ta te Of: DANIEL E BEREN � � � � fFi�sL Middle,LastJ � � �!J� �� i � �--�-�A V� � La te Of: UPPER ALLEN TOWNSHIP �j� t > � CUMBERLAND COUNTY i N� / -�� Deceased �,r,�' Social Security No: �47-24-5577 �7'�� s WHEREAS, on the 14 th day of January 2015 an ins trumen t da ted August 3rd 2009 was admitted to probate as the last will of DANIEL E BEREN lFiisr,Middle,Last1 late of UPPERALLEN TOWNSH/P, CUMBERLAND County, who died on the 14th day of December 2014 and WHEREAS, a true copy of the will as probated is annexed hereto. THEREFORE, I, L/SA M. GRA YSON, ESQ. , Regi s ter of Wi lI s in and for CUMBERLAND County, in the Commonwealth of Pennsylvania, hereby certify that I have this day granted Letters TESTAMENTARY to: JOHN D SHERIDAN who has duly qualified as EXECUT0l3(R1Xl and has agreed to administer the estate according to law, all of which fully appears of record in my office at CUMBERLAND COUNTY COURT HOUSE, CARLISLE, PENNSYL VANIA. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the sea_ of my office on the 14th day of January 2015. ' ' �t ' ,-, ,,� �� 1 � ,� /� !f �t��l tJ ; i r'��'� I%,�:t'i. f�� '+..1'-.'L! rI�-+"'� ,f ��` � i i.,�;' � 1 ! f f s' R2'gister of Wills E � � � �� ' ��f +�� ;1��.,�f��r��/t �"�,�'' �Jepu y ' �*NOTE-�� ALL lUAMES ABOVE APPEAR (FIRST, MIDDLE, LAST) (�EGG;2^�;� ti�`rl�� t�.t= ��n,� ' :.� - - �.;i' i_S ,�� ,, 1}-� �;l 8 23 C!'�.. . . ^ ��- ;� ORP�;�., _ - , _ -. . CUr.��L.�_,_ : ti�' ILL OF DANIEL E. BEREN WILL I, DANIEL E. BEREN; of Cumberland County; Pennsylvania, make this will, hereby revoking all my former wills and codicils. ARTICLE ONE SPECIFIC BEQUEST OF TANGIBLE PERSONAL PROPERTY §1.1 I bequeath all my tangible personal property, exclusive of any such property used in a trade or business, in accordance with the terms of a signed and dated memorandum I may prepare. If no such memorandum is located or received by the executor within sixty (60) days after being appointed as such, after conducting a reasonable search for such memorandum, the executor shail be heid narmless for distrinuting such property as hereinafter provided. §1.2 I bequeath any such property not disposed of by such memorandum, or all of such property if no such memorandum is so located or received, to my children who survive me to be divided among them as they may agree. In the event they fail to agree, the oldest child shall seiect one item to be iollowed by ihe next oldest chiid who shall likewise select one itern to be followed by the youngest child. The selection process shall continue in a lilce order (oldest to youngest) until all items have been selected. §1.3 I direct that the expenses of storing, pacicing, shipping, insuring and delivering any such property to the beneficiary entitled thereto shall be paid by the executor as an administrative expense of my estate. In addition, to the extent practicable in the executor's sole discretion, I bequeath any policies of insurance on such property to the beneficiary entitled to such property. ARTICLE TWO DISPOSITION OF RESIDUE �2.1 I devise and bequeath the residue of my estate to my then living issue, per stirpes. ARTICLE THREE TRUST FOR BENEFICIARY LNDER 35 YEARS OF AGE §3.1 Except as otherwise provided in this will, if any beneficiary (other than a child of mine or an appointee under any power of appointment granted by this will) is entitled to receive a mandatory distribution of property (other than trust income), and is under thirty-five (35) years of age, the trustee shall hold such property for the benefit of such beneficiary, in trust, for the following purposes: §3.2 While such beneficiary is under t�venty-one (21) years of age, the trustee shall hold, manage, invest and reinvest the trust property, shall collect the income thereof and shall apply to or for the benefit of such beneficiary so much of the net income and, if the net income is insufficient, so much of the principal of the trust property as the trustee shall deem necessary or proper for such beneficiary's health, maintenance, support and complete education. The trustee shall annually accumulate any net income not so distributed and add the same to the principal of the trust property. §3.3 After such beneficiary attains twenty-one(21) years of age, the trustee shall �ontinue to hold, manage, invest and reinvest the trust property, sha11 collect the income thereof and shall distribute the net income in quarter-annual installments, or more frequently if the trustee deems it advisable, to or for the benefit of such beneficiary. - 2 - 53.4 After such beneficiary attains t��enty-one(21) years of age, the trustee shall distribute to or for the benefit of such beneficiary so much of the principal of the trust property as the trustee shall froin time to time deem necessary or proper for such beneficiary's health, mainteiiance, support and complete education, including college and graduate education, and professional, vocational or technical training, and to assist such beneficiary with his or her reasonable wedding expenses, in the purchase of a principal residence or in the establishment of a profession or of a business considered a good risl<by the trustee, taking into account other available funds, including such beneficiary's assets. §3.5 At any time after such beneficiary attains twenty-five (25) years of age and prior to attaining thirty (30) years of age, such beneficiary may withdraw such sums as do not exceed one-third (1/3) of the market value of the principal of his or her trust as constituted on his or her twenty-fifth (25th) birthday, or on the later establishment of his or her trust. §3.6 At any time after such beneficiary attains thirty (30) years of age and prior to attaining thirty-five (35) years of age, such beneficiary may withdraw such sums as do not exceed one-half(1/2) of the market value of the principal of his or her trust as constituted on his or her thirtieth (30) bi�thday, or on the later establishment of his or her separate trust. §3.7 At any time after such beneficiary attains thirty-five (35) years of age, such beneficiary may withdraw any or all of the principal of his or her trust. §3.8 If such beneficiary dies before the complete termination of his or her trust, the trustee shall distribute the property then held in trust for such beneficiary to such persons or co-rporations (in�luding such beneficiary's esta�e}, in such amounts and upon such trusts, terms and corditiors as such beneficiary by his or her 1.ast �ii11 may appoint by specific rPfPYPjICP r� tl�;s - 3 - general power of appointment; provided, ho�L�ever, any por�ion of the trust property not subject to such beneficiary's po��er of�vithdrawal immediately prior to his or her death may only be appointed to such persons or corporations (other than such beneficiary's estate, his or her creditors or the creditors of his or her estate), in such amounts and upon such trusts, terms and conditions as such beneficiary by his or her last will may appoint by specific reference to this special power of appointment. Any property not so appointed shall be distributed to such beneficiary's then living issue, per stirpes, or if none, to my then living issue, per stirpes. If I have no issue then living, the trustee shall distribute the trust property as though my wife and I had then died unmarried and intestate, each seized and possessed of one-half(1/2) of such property and residents of the Commonwealth of Pennsylvania. ARTICLE FOUR APPOINTMENT OF FIDUCIARIES §4.1 I appoint JOHN D. SHERIDAN, executor of this will. §4.2 I appoint JOHN D. SHERIDAN, trustee of any trust created by this will. ARTICLE FIVE COMPENSATION OF FIDUCIARIES §5.1 An individual fiduciary shall be entitled to receive reasonable compensation for such fiduciary's services hereunder. ARTICLE SIX PO WERS OF FIDUCIARIES §6.1 No fiduciary under this will shall be required to give bond or other security for the faithful performance of the fiduciary's duties. - 4 - �6.2 Any such fiduciarv shall have the fo11o��ing powers, in addition to those given by law: §6.3 To invest in, accept and retain any real or personal property, includin� stock of a closely held corporation or stock of a corparate fiduciary or its holding company, without restriction to legal investments; �6.4 To sell, exchange, partition or lease for any period of time any real or personal property and to give options therefor for cash or credit, with or without security; §6.5 To borrow money from any person including any fiduciary acting hereunder, and to mortgage or pledge any real or personal property; §6.6 To hold shares of stock or other securities in nominee registration form, including that of a clearing corporation or depository, or in book entry form or unregistered or in such other form as will pass by delivery; §6.7 To engage in litigation and compromise, arbitrate or abandon claims; §6.8 To make distributions in cash, or in kind at current values, or partly in each, allocating specific assets to particular distributees on a non-pro rata basis, and for such purposes to make reasonable determinations of current values; §6.9 To determine the apportionment of receipts and expenses, including extraordinary cash dividends, stock dividends, capital-gain dividends of regulated investment companies and proceeds and expenses of the sale of unproductive real estate, between income and principal, such apportionment to be made so as to balance fairly the interests of any income beneficiary and the remaindermen; §6.10 To malce elections, decisions, concessions and settlements in connection with all income, estate, inheritance, gift or other tax returns and the payment of such taxes, without obligation to adjust the distributive share of income or principal of any person affected thereby; §6.11 To pay off any loans I may have taken against any life ins�arance p�!icies owned by me that remain unpaid at the time of my death; §6.12 To allocate, in the executor's sole and absolute discretion, any portion of my exemption under section 2631(a) of the Internal Revenue Code to any property as to which I am the transferor, including any property transferred by me during my lifetime as to which I did not mal<e an allacation prior to my c�eath; - 5 - 56.13 To disclaim any interest I mav have in any estate if the executor deems such disclaimer to be in the best interests of my estate and the beneficiaries thereof; and ARTICLE SEVEN PROVISION FOR TAXES §7.1 All estate taxes, inheritance taxes, transfer taxes and other taxes of a similar nature payable by reason of my death to any government or subdivision thereof upon or with respect to any property subject to any such tax, and any penalties thereon, shall be paid by the executor out of the principal of that portion of my estate disposed of by ARTICLE TWO of this will, and all interest with respect to any such taxes shall be paid by the executor out of the income or principal or partly out of the income and partly out of the principal of such portion of my estate, in the absnl�.�te discretion �f the exe�uter, wit::out rei:r�bursem�r�t from or apportionment among the beneficiaries, recipients or owners of such property for any such taxes, penalties or interest; provided, however, except as hereinafter indicated, the executor shall not pay any such taxes, penalties or interest attributable to any property included in my estate solely because of a power of appointment thereover which I possess but have not exercised or any qualified terminable interest property. ARTICLE EIGHT MISCELLANEOUS PROVISIONS §8.1 Any term used in the sir�gular or plural, or in the masculine, feminine or neuter form, shall be singular or plural, or masculine, feminine or neuter as a proper reading of this wili may require. - 6 - §8.? As used in this will, the term "Internal Revenue Code" shall n�ean the Internal Revenue Code of 1986, as atnended froin tiine to time, or the corresponding provision of subsequent law. §8.3 If at the time a mandatory distribution of property from any trust created by this will would otherwise be made to a beneficiary for whom there is in existence any trust (other than the trust from which such distribution is made) created by this will for the benefit of such beneficiary, the property otherwise to be distributed to such beneficiary shall be added to, form a part of, and be distributed in accordance with the terms of the trust herein created for such beneficiary. §8.4 Whenever the trustee is authorized or directed to distribute property "to or for the benefit of' any beneficiary under the age of twenty-one (21) years, the trustee may distribute such property to the person who has custody of such beneficiary, may apply such property for the benefit of such beneficiary, may distribute such property to a custodian for such beneficiary, whether then serving or selected and appointed by the trustee (including the trustee), under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, may distribute such property to a guardian of such beneficiary's estate, or may distribute such property directly to such beneficiary, without liability on the part of the trustee to see to the application of such property. §8.5 Except as otherwise may be provided in this wil1, during the continuance of any of the trusts created under the provisions of this will, and thereafter until the property is distributed to and received by any beneficiary hereunder, ihe prin;,ipal sums thus held in trust for any bene�c�ary, and the income ?hereof, srall not be sub�ect tc or 1iable for any contracts, debts, - 7 - engagements, liabilities or torts of such beneficiary now or hereafter made, contracted, incurred or committed, but shall be absolutely free from the same, and such beneticiarv shall ha�e no po�ver to sell, assign or encumber all or any part of the principal sums or such beneficiary's interest therein respectively, or the income thereof, or to anticipate the income. §8.6 Notwithstanding any other provision of this will, upon the expiration of twenty-one (21) years after the death of the last survivor of my spouse and my issue living on the date of my death, the trusts created hereunder shall forthwith terminate and the trust property shall be distributed to the beneficiary then entitled to the income of the trust property or, if there is more than one such beneficiary, to the beneficiaries then entitled to the income of the trust property in proportion to their respective interests therein or, if such interests are not defined, in equal shares to such beneficiaries. §8.7 If any trust created hereunder is (or becomes) the beneficiary of any benefits from a stock bonus, pension, profit-sharing or other retirement benefit plan or any individual retirement account (individually, a "Plan"), then as to each such Plan account: (i) The trustee shall withdraw from such Plan and take such other action as is necessary to assure that the Plan distributes t� the trust annually an amount which shall not be less than the greater of(i) the amount required to be distributed by Section 401(a)(9) of the Code or Section 408(a)(6) of the Code, as the case may be, or(ii) an amount equal to the net income earned by the Plan during such calendar year; (ii) Irrespective of whether my account in the Plan is designated as principal for trust accounting purposes, the trustee shall allocate to income that portion of the - & - distributions received from the Plan durin� each annual period which is equal to the net income earned by the Plan account during such period; and (iii) If any of the property in my account in the Plan is non-income producing or underproductive and the Plan benefits are payable to a trust for which a federal estate tax marital deduction had been claimed, the trustee shall reallocate to income from principal of the trust an amount which the trustee reasonably deteimines would have been earned as net income on such property if it were income producing or fully productive, as the case may be. IN WITNESS WHEREOF I have hereunto set my hand and seal this � day of �, �_, 2009. G� /. (SEAL) ANIEL E. BEREN - � - Si�ned, sealed, published and declared by the above DA�IIEL E. BEREiv, as and for his last w�ill, in the presence of us and each of us, who, at his request and in his presence and in the presence of each other, have hereunto subscribed our names as witnesses thereto the dav and year above written. � residing at �/ / . �,J�� i� � �� /�O// l L�_��1 �/ ��.>��t.�-,� residing at // � ��G�,�;.� �� l u �� 4 �,� ��o - tc - CONIMONWEALTH OF PEv`�1SYLVANIA : , - : SS: GOLi�TY OF � ,_:r'��_,<;'..;';�� ,. : �' I, DANIEL E. BEREN, the testator, whose name is signed to the attached or foregoing instrument, having been duly qualified according to law, do hereby acknowledge that I signed and executed the instrument as my last will, and that I signed it illingly and as my free and voluntary act for the purposes therein expressed. � ��r��- DANIEL E. BEREN Sworn to or affirmed and acknowledged before me by DANIEL E. BEREN, the testator, this J.-r'( day of C C.�`t c� ��;:Z , 2009. � , ;� �;" -/, . (SEAL� �'/eirUf':G t.�=`�,�-C� �-{ ;�''G�,;...r 1-.�-e1• Notary Public C��'�NWEALTN OF PE�}ySy�VAAi1� Notariai Seal Genevieve A.Harkins,Notary P�blic City of Harrisburg,Dauphin County My Commission Expires June 30,2012 ^��mhe• PPnnsyf�nia Assoc(aGon of Notarles - i � - CO�IMONWEALTH OF PEv;NSYLVANIA � � : SS: C OL1 i�;TY OF -`�-- �%<.� _, i:� .. ,::�,: - �''e, r�%`!'"�f�=�t-.-r �1 /;i�r j ' � , ` -- � ' - , •-� .� i::,.. and ��r�-��i� f� ��;_; f�/��,-: � , the witnesses ��hose names are signed to the attached or foregoing instrument, being duly qualified according to law, do depose and say that we were present and saw the testator sign and execute the instrument as his last will; that the testator signed willingly and executed it as his free and voluntary act for the purposes therein expressed; that each subscribing witness in the hearing and sight of the testator signed the will as a witness; and that to the best of our knowledge the testator was at the time 18 or more years of age, of sound mind and under no constraint or undue influence. Witness �� .�,�S�{�-_ Witness Sworn to or affirmed and subscribed to before me by GG�y'Cc;��.%�r L.`�/' �C��:��., , <<� � :. � /.� '' "� '` / and �,r�'�',.� �� .� ;��,:, , witnesses, this ;.�4c� day ofCL�;_c'- � �,�- 2009. > (SEAL) `' �' � � _/�=:<��A:��.�t_�_[;t(� �:1�� _f'�.r L� Notary Public COiVlNi��;�`JVEALl"f-I OF PEPd`(VSYLV,4PdtA Gsneviave A arkinseNotary Publrc Cify of Harrisburg,Dauphin County My Commission Expires June 30,2p1p Mernb�r ��AnnsYhrania qssc�dation of Notaries - 12 - 48500D41�46 REV-�85 EX(45-Q4j $l�F� C1E�taSli' " _ BOX lN1lENTORY � PA Depadment of Roven�.. ._ ,.. _:_... PLEA�E USf OfiiGlT2.4L�ORfl+9 O@aLY _ .. _ . _ Socief Security ot'Death Gertiflcate Number Qate of Dsath ` CaUaty Code Year Fiie Number ; 1�7-24-5577 01l12/209b � BEf2EN _ , __. _ _. _ , Decedant's Last Name Suffix . First Name Mi BEREN DRNIEL E _ _ . . , , _ _. ,. , _ . _ . _ . _. ADDRE9S O�DECEDENT STREE7', Cf'fY� S7ATE: ZIP CODE: � - :.The Waorls at Cedar Run,;824 �isbucn Road.. �rit�:Hil( PA 17011 NRME AND RODRESS OF PER&OiJ REQUE3TtNG'iHE OPEMING 6F TH�SAFE DEP031T BOX �� ` ` wnM�=J�!-IN D �HEi�li77�t�l,_ES�;�__:��._.�.:...-.�...:=..r_,�:.__�.:�. � _ __. .;:.-�.—.__ —_::- .,�. _ , 5!'�tEFTA60Flti5S , CITY 57ATE:: ZIP.GC}F]f' , :.2f�Sti�.1N�L,E�T{�W��i 1�C�ADr�SUITE.201 �;,e,,, . - - -. HARRISBURG PA __ _ �7�fiQ ...,,:; ' + NAME,ADQRESS,AND RELAFtONSHSP(IF ANY)TO�ECQDEi9T.CfF PERSON S}PRESEM AT 7HE 80X aPENING _ _, ,._ l ' ___.._ � _ _ _ _ _�.,_,.�-_..�_.,,= . -.<. _r,.,.,.�.. _ _ a. NAME: RELATlONSI•IIF�: JOt-iN.S SHERIDAN.,.ESQ�._._ _,' ._ _.�r---- ,�,_EXECUT�Ft...�..,�::.µs_ _-._,:,.�.,�.._._.� ` _ .. .__ , STREETADGRE95: CI7Y: S'fAT�: T_IP CODE 2Q80,LINGLESTQWi�!ROAD�SUITE�01_ ___ r- =�,Y�NARRISBURG._____ PA ._ 97110 __ ': b. N11ME: � � _ t�2EtAT1QNSNIP: ': { ------- ---.._..- --- -- �..,-_=—T-;_.--�....._... _.,..,.�_<:::, .�...�� __.. ---,._--�.: .. _ _�- _ ,... :. _._.__ -'• _._. . � 51'REETADDRESS: CITYi STATE: ZIPCODE, ,._ _... -:....__.._....-- ».�--`-----�....._.,. f ,,� __—:.,...__._.�._� ....�.-•-_� =�--'---_._...�..,._�...._.,_.-.. ; _._.. . . c. NW4lE: RELATtOi3SHtP: : __._.,.,-:._� ___ __r�..,�-_.,___._�.,,._.� �_„_— -�-__�-__._ -._ - -= _ � _� _ k �.� STREET AUDRE3S: .._ _ , CITY: . .� STATE: ZlP CODE . ; . _.__. . , _. _ __: __. i a _ _. _ ,a,� �NAME AfilD A�4R��S.C��FtNAtyC1At INSTiTUT10M}+yNERE THE SAFE UE�OSiT eOX(9 LOCATED � ,._. : . _ _ ' _ ._ _ '�lAME: � > M�T_BANK ..,.,�__�:_._....»....._,...��. < - , ' �� ---- --- ------- -- ---.. --– - ._c ---.__�__._._ ..._ ; _, : S"{Y2EbT ADD�iES5: ClTY: S7Af E: ZfP�.ODE ` MARKET SQUABE �. � ��:.�:.._........r;.:�.._.. HARRiSBURG - �'A�.,_.,�..L�.Lw_.� . NAfde OF PERSQN MAKtNG LAST ENTRY DATE AND Tih1 OF LAST ENTRY ; _ .:, _,.e, -...-,-`--...,-<,».....:._�.._, �Q.--�-�'��1 ��": �'1-'G{-i.�v.ti�-" ; : :DATE�F CQ AGT TO FtENT BOX NU BER OF SOX i '7tfL�UPIDER WH Ct�!H�X 18 KEQUE$7ED ; e .�..��. ::- , :: . F �a�-c�' - — , NAERE AND AQ RE$S CSF p�FSfJt�(8}HAV113G.ACCES5 Tp 8UX �' y_ - _.:._.� . . __ - .,,,: , _ _... .,.� _ _ _. ; . s AM1iE; b. NAME: 'i: ' ��.;�.I�:,.�rn � -- _ �___.,_,----_--�- -----__"- __,�.._�:� ': STRCC-TADDRESS: S7REETARDRE3S > � � ----�a`��..��.�u��,— .:_<.:,_�_� �:�_�._:._.«,_ .._--__..._,...,� .�::�.____–_� --: CITY. STATt. ZIP CODE� CiTY: STATt: ZI('CODE: '; . _ �n j'1�j(j _�_ 1�7�..L. _ �.._�..�.._._._._._._..;...._ '� NAMc A11Q TIFLE O�ET�IPI.OYEE TAKIPIG 7HE lNVENTORY ; , _ _ • -----,- _.___r.._._.�. �__�.r..- _,..._.,_.._T�,..,.._.-_.,.-.—� WE�S A WiLL 1t!THE.BOX? � YH3 �� NO ff yss, a.Date of wiSi: - 4 . ... ._�- ,.._....�_:.�._"'�...._""_'_'.:__._..-','�_'_�.....-. .._� �'. �.- b. SJamo and sddrsaa of personat ropresontstWe,If numad in khe wili NAME: � ` _...._...,♦_. ......._,_: .-�.., _, __..w.__ ._-__�__:��:._, _.:'---- . ..._.__ ..__._.___.�_.. ..,.,__.� _,•,-_•__-....�_.,__ _ .._., ; STP.EET RQDRE53. C17Y: S7ATE: Z{P CODE: , __,�.:..._..___,_,.....,._ ,,___.__.�,_. ,_.... _�_ ....._ .,...__.»_.__� �._�.. ..._ „ _ _ - ° c. t3nmo and addre&s ai attornay tf any NAP�iE: : .SUF-(N_D_S_I-fERI1�F�;hI ESCa..,_ ---��:., .�:,Y...__._�._ __.._.. ..�_... _,_.._ __..,r,:::�____:.:__....,� . ._ , ., , : _ _., ' STREE7 kDDRcSS: CkTY: STA7E. ZlP C06E: : �. �080 LING��STC}WN F�OR,17, SU4TE 2t}1 WARR4SBUR� . PA _ . 17110 : �;, �� E � r t�g��Cl��1.C1�sd � � .��C�C1 Q 3.��3 !� � - �-.�-��a � � - Paga,:�._�,:,_,�4f:;;.��r� , ��-�$��X ___ _�.r-, . .AF� 13EPQ.�1�'...BU� !NV_Et�Tf�RY - - _- �T:- - _. _ --= _ __ � :-_ l��'R_� 1: S_ . _,_„ � ..-- - - --- = ; .- --__ _ .__ _ ___ _-. _.�_ __._�. __. , .... _ _ -� �_- , --.,._ _. . , (1J Cash:Repo�t tvtal ontp. _ . �#} Stacksi Listin detati every cammon or prefercsd cerUficale,warrant or ather righis found in box,StocRs are to be designaEed @y name of comparry,cerfiticata number;date of certificaie,name in whlch stock le registered,and numbar�of Bhares atEQ:daesnf.stock. (3j Q6iigattons ot U.S.Government Number of Items,data of issue,tace vatue,names in whir3i reglsterad and type of ownersh{p, f.e„jointlyheld,payabte on death,etc, . (4.} 8ond6;Deslgnata Uy name,amouni,serief number,or oFher designafion.(Baaror 8onds} (5) Bank and Savings and Laan Passbooks:8tate name of dapositor,nutnber of book,last date appflering ln book,rteme flf 6ank and branch,and bafance. (6j Jewe{ry,Cains,9tamps,Manuscri¢ts,etc:List and deserfbe as fulEq us possibte, = (7) Deeds,Matgages,Curront tnsurance Poifcles or other e�idences o!indebtedness:Ust and descri6e as fulSy as passibie. (8) Att other contents. (9) Retum aompfeted forin to: DEPA�TMENT qF REVENUE (NHERI7ANCE`7/4X DIVI310N - DEP.T:2BO�oi. - � HARRI96Ur:G,PA 17128-Q801 , ._ _�- � - - -- ,_: �. _:. . .:.. ; _. .... . _ _.__. _ - - ITEM _..._.._ ._ . ._,,._. _. .._..-._. . --z _:,_. __. _ ._ ... .____..� , NO. ;: ITEM Q�3CRIPTlpiv4 ' ; �_ , :::_ _,-. ___ V,......ti.:..b,- ' — =-- - --- , - - r-�.:.�._. =,-��-�-..-:-.f.F . ��,..� ..._-�._--{._- _ _ _ _ .4 _ :_ _ _ _..:__ _.�_ -�...,.-._.� �..o..._,.;.;Y- . _ ..:_ _ _.n. .. _�_,....__ :�:.. • . 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G.F.RTIFIGD PUSLiC ACCOUN7ANTS 100 NOFTH MAIN,SUfTE 7Q0 '�LGHIT.1, �t11`ISAS G�T�O2-I�H� (316)263-0220 F.4X t3i 6}263•OI 87 April 23, Z015 John D.Sheridan, Executor Daniel E.8eren Estate 208Q linglestown Road tlarrisburg, PA 17110 VALUATlOiV LE7TER Dear Mr.Sheridan: We have been engaged to estimate the fair marlset value of Danie! E. Beren's partnership interest in Q�iaternity Oil Company as of Decernber 14, 2Q14 for the purpose of deterrnining a date of deatf� value. 7'fiis valuation letter is not intended to be an official appraisal report, but it does provide an estimated fair marl<et value based on an oil and gas valuation methadology commonly used in determining fair marlcet values between Ehird-party buyers and sellers. Quaternity Oif Campany is a general partnership that invests in oii and gas working interests _ and royalty interests, Daniel E. Beren's ownership percentage was 5Q%. The method used in valuing the oil and gas working interests and roya(ty interests was to tal<e a [I�ree year average of the net revenue (gross revenue-severance tax -operating expenses} associated with earh type of interest. This average would then be rnultipfied by 3 years for "+rrorkinb interests" and 5 years for"rpyakty interests". Summary Qf cal�ulation: Warking Raya(ty Interest Interest 2012 net revenue $ 56,213 $ 2,Z22 2013 net revenue 50,978 1,243 2014 net revenue 39,{}Q3 1,218 14b,194 4,683 Average 48,731 1,561 multiplier {years) 3 5 $ 146,I93 $ 7,805 / Dur calculation of the partnership's fair marl<et value an Decernber 14, Z014 is as fofiows: Value Cash $ 3,813 Oil &Gas-Working lnterest Z46,193 Oi! &Gas- Royalty Interest 7,805 Account Payable {3,406) Total partnership value 154,405 Less: Lack af Marketability & Control Distount(2Q%} (30,881) Adjusted partnership value 123,524 Daniel E. Beren's ownership percentage 0.50000 Daniel E. Beren`s ownership vafue $ 61,762 Based an #he information contained in this valuation letter, it is aur estimate that the fair market value of Danie! E. Beren's 50%ownership in Quaternity Oil Company on December 14, 2014 is: $ 61,752 Sincerely, `(��(?-d��Z��=o�-vt./ 5teven D. Moeder HANE`�', RIFFEL, UALBRAtTH c4L SABALA, LLP CERTIFIED PUBUC AGCOUNiANTS TtfOh1AS M_GALBRAITN,CPA,PA 245 N.4VAC0,SUITE 410 f�lEt�SBER OF F�tANK A.SABAtA,CPA,PA :iERALD F,THIMh1E5CH,CPA,PA WICHt�'A,KANSAS G7202 THE A4dER1�AN INSTITU7E OF CER7IFIE0 PU9�IC PHfLIP E.HAhEY,CPA TELEPHONE(316)2o"5-3127 ACCOUNTANTS CONSULTANT FFJC:(�i6)265-5073 STEVEN O.FdOcDER,CPA,PA CQNSUITANT June 16, 2011 To: Dan Beren&Ralph Beren From: 5teve Moeder f �i RE: Summary of Quaternity Oil Company ` . Listed belo�v is a sununarized descripiian af i�rhat takes place in Quaternity Oil Company. Quaternity Oil Company is a partnership thai was formed in 1952. `I'here are two pa�-tners in the partnership, Dan & Ralpl� Beren. They each o«�n a 50% interest. This partnership holds various oil & �as interests. Some of these i�terests �r� ��ork�ng interest and some of them are royalty interest. These ��elis are managed by lease operators who maintain the wells in order to produce the oil or �as. Any expense incurred by the opexator is passed on to the working interest holders in the farm of a jei:�t interest billing. Theses billin� usually ca�ne nn a *.�zt#1:;y I,asis and detail out the `�r^*�'-�f Vj}�.ui:i;L CXD@Yt�''S �•nC�i:'."',�i ii;�iiIa, t�"v)�aiiy :,nierest nc�iCers du not share in the daily operatin�expenses, but are billed each year for their share af the ad valorem taxes. As income is praduced, oil & gas purchasers will purcliase the oiI 8c gas and send out revenue checks to tl�e various interest owners. These checks will have attached to them details of the purchase. Some of the details listeci on the run stubs are total barrels solG, price per barrel received, and se��erance ta�;es chazged. They usuaily show 100% amounts and then the broken do�vn amounts that correspond to each a«�ner's o«,rnership percentage. For a number of years, Dan handled the aperations of the partnership. He would deposit the income and pay the joint interest biIlings. Ralph has ta4cen over this function the past few years. It has been my understanding thzt �v12en cnajor exgenses or other items arise. they consult with each other and inake a joint decision, The partnership accumulates the income and pays the expenses on a mQnthly basis. Equal distributions are then paid to both Dan& Ratph usually once a month. Not all the net incame is paid out each month. Some money is tei� in the partnership to be used as daily working capital. I have attached a spreadshect showing the l 2-31-2009 years activity. For this year the net income was approximately $32,073.53 before depletion. Deplerion is a tax deduction that reduces the taxable income and for the year 2009 the amotmt was $8,058.88. Since this is a parMership, the income is passed through to each par�er's gersonal income tax retum at their ownership rate of 50%each. Therefore, for the year 2009, Dan & Ralph each had approximately $12,007.33 of taxable income. This income is stunmarized on an IRS Form K-1 that we prepaze when we complete the partnership's income tax return. This K-1 is then given to Ban & Ralph's tax preparer for use in completing their personal returns. If something would happen to eith,er Dan or Ralph there aze a few different options that could take place. 1. The partnership could continue with the remaining partner holding tus 50% interest and new partners added to fill the other 50% interest. These new partners would be the beneficiaries listed in either Dan or Ralph's will. 2. The partnership could liquidate. During Iiquidation all assets and liabilities of the par{nership are distributed to each partner. This can be done in a variety of ways, but the total value of the items going out should be groportionate to each partner's ownership percentage. Most of the time with oil and gas interest they split each interest equally. Thus passing �ut 50°lo af�a�h :�;ra!ty a.nd L��r;:�z� int�rest t�the rera�ing pz.�t.-�er�nd�� :e�r.i�g 50%to the various beneficiaries. If this happened there would no longer be a partnership and each individual would handle the leases independendy. This is a fairly brief summary so if you have any questions,please call. �..U�A� �i �iSSdC., C$�A'S, �'.A. CERTIFIED PU6LIC ACCOUNTANTS i 00 NORTH MAIN,SUfTE 700 �ICHITA, Yt;:lNsns 672Q2-138�� (3161 263-0220 FAX(316)263-0187 March 9, 2015 John D.Sheridan, Executor Daniel E. Beren Estate 2080 Linglestown Road Harrisburg, PA 1711Q VALUATION LE7TER Dear Mr.Sheridan: We have been engaged to estimate the fair market value of Daniel E. Beren's partnership interest in Carla Oil & Royalty Campany as of december 14, 2014 for the purpose of determining a date of death value. This valuatian letter is not intended to be an officia! appraisal repart, but it does provide an estimated fair market value based on an oil and gas valuation rnethodology commoniy used in determining fair market values between third-party buyers and sellers. Carla Oil & Royalty Company is a general partnership that invests in oil and gas worEcing interests and royalty interests. Daniel E. Beren's ownership percentage was 8.871%. The method used in valuing the oil and gas working interests and royalty interests was to take a three year average of the net revenue (gross revenue-severance tax-operating expenses} associated with each type of interest. This average would then be multiplied by 3 years for "working interests" and 5 years for"royalty interests". Summary of calculation: Working Royalty fnterest Interest 2012 net reve�ue $ 246,974 $ 18,124 . Z013 net revenue Z13,447 18,935 2�14 net revenue 183,768 16,884 644,189 53,933 Average 214,730 17,978 multiplier(years) 3 5 � 644,190 $ 89,840 Our taiculation of the partnership's fair market value on December 14, 2014 is as follows: Value Cash $ 13,7Q1 �il & Gas-Working interest 644,190 Oii & Gas- Royalty Interest 84,890 Total partnership value 7q7,781 Less: Lack of Marlcetability& Control Discount {20%j (149,556) Adjusted partnership value 59g,225 Daniel E. Beren's ownership percentage 0.08871 Daniel E. Beren's ownership value $ 53,069 Based on the information contained in this valuation letter, it is our estimate that the fair market value of Daniel E. Beren's 8.871%ownership in Carla Oil & RoyaEty Company on December 14, 2014 is: $ 53,069 Sincerely, �� 5�-�-�t.- Steven D. Moeder PARTNERSHIP AGREEMENT I This Agreement of Partnership made this first day of Aharch, 1980 by and between ELLA BEREN HERSCH, RICHARD DALE BEREN, CARL M. BEREN, CARLA BEREN GARRITY, HENRY H. HERSCH, JEROME B. HERSCH, DANIEL E. BEREI3, AND RALPH S. BEREN. WHEREAS, ELLA BEREN HERSCH, RICHARD DALE BEREN, CARL M. BEREN together with ARTHUR BEREN had entered into a Partnership Agreement as of June 15, 1948, which Agreement provided for the continuation o£ a partnership business under the name of CARLA OIL & ROYALTY COMPANY to engage in the acquisition, sale, exchange and operation of oil and gas leases and leasehold estates, mineral interests and oil and gas royalties including the drilling of oil and gas wells; and WHEREAS, ARTHUR BEREN is now deceased and his Estate is in the process of administration; and, WHEREAS, by the provisions of a certain claritication of Partner- ship Agreement, dated August 19, 1949, ancl subsequently amended on March l, 1974, containing a provision relating to the term of the Partnership after death of one of the partners; and, WHEREAS, FRANCES S. BEREN, DANIEL E. BEREI3 AND RALPH S. BEREN are the sole residuary legatees and devisees under the terms o£ the Last Will and Testament of ARTHUR BEREN; and, WHEREAS, FRANCES S. BEREN has filed a disclaimer in favor of DANIEL E. BEREN and RALPH S. BEREN of any marital interest she may have in CARLA OIL & ROYALTY COMPANY as a spouse of the late ARTHUR BEREN; and, WHEREAS, it is the desire of the surviving partners of the CARLA OIL & ROYALTY COMPANY along with DANIEL E. BEREN and RALPH S. BEREN to continue the operation of their business enterprise, NOW THIS AGREEMENT WITNESSETH: FIRST: ELLA BEREN HERSCH, RICHARD DALE BEREN, CARL M. BEREN, CARLA BEREN GARRITY, HENRY H. HERSCH, SEROME B. HERSCH, DANIEL E. liERr;N and RAC,Pri S. BL'P,�t1 will beconie and reinain partners ir� tlie CARLA OIL & ROYALTY COMPANY, continuing to engage in the business hereinabove described with its place of business at Wichita, Kansas or such other place or Places as the partners may determine. SECOND: Said partnership shall continue in operation for a period of five (5) years or unless terminated as hereinafter specified. The fiscal year of the partnership shall commence on March l. THIRD: The capital of said partnership shall consist of the assets of the previous partnership known alsa as CARLA OIL & ROYALTY COMPANY. FOURTH: The partners shall participate in the ownership of all rights, properties and other assets acquired under said partnership, and shall share all profits and losses in the following proportions: ELLA BEREN HERSCH 8..Z1z1� �(� '�} I�I�, �� RICHARD DALE BEREN 23.3871% CARL M. BEREN 23.3871% �'-J.';C,� CARLA BEREN GARRITY i7.7419% �_ HENRY N. HERSCH 4.7649% �:.�� , JER�ME B. HERSCH 4.7649% �� DANIEL F. 6EREN 8.8710% v ;^;�j�� RALPH S. BEREN 8.8710% ��•C�'� FIFTH: The partnership business siiall be conducted by CARL M. BEREN, HENRY H. HERSCH and RALPH S. BEREN and said parties are hereby authorized to execute all contracts within the scope of the pari;nership business and in the name of the partnership to purchase all oil and gas leases, mineral rights, or other properties as they or the partners shall decide to acquire. The situation of the partners hereto being such that it would be impossible or impractical to obtain the signatures of all the partners upon assignments, division orders, and other instruments af conveyance and contracts, the said CARL M. BEREN, HENRY H. HERSCH and RALE'H S. BEREN are hereby authorized to take oil and gas leases, mineral rights, ai1 and gas royalties or other conveyances purchased or acquired by the partnership in the .joint names of CARL M. BEREN, HENRY H. HERSCH and RALPH 5. [3EREN and are hereby authorized to sell or transfer such interests as part of the partnership business without the necessity of obtaining the signatures or written consent of the parties hereto to such sale or transfer. It being expressly understood tt�at all such pt•operties acquired and held in the joint names of CARL M. BEREN, HENRY H. HERSCH and RALPH S. BEREN, as above set forth are to be held by thPm for the benefit o-F the partnership and all such transact�ons are to be for the partnership purposes. The said CARL M. BEREN, HENRY H. HERSCH and RALPH S. BEREN are also authorized on behalf of the partnership to negotiate loans and as security to pledge or hypothecate or mortgage partnership property with full power and - 2 - , + � authority to execute a17 instruments or c�ntracts that may be necessary in carrying on the partnership business. The Administrative Partner shall be CARL M. BEREN. � It shall be the responsibility of the Administrative Partner to review and approve expenditures, issue checks in payment thereof, and make distribu- tions to the partners in accordance with such guide7ines as may from time to time 6e determined by the managing partners. The managing partners agree to consult with each other frequently, but not less than monthly to review the operation of the partnership. The authority granted to the above-named parties by this paragraph shaIl in no r�ay limit the liability of the partners hereto as otherwise fixed by lata nor sha71 the authority here6y delegated limit any of the rights of the partr.�rs to participate in such partnership business as canferred upon them by law. In the event the managing partners are not unanimous in a policy decision, the issue shall be referred to all the partners. A vote will be taken as to the percentage of ownership of those in favor and of those opposed and 510 wi1T pre- vail. No partner or partners shall have the right to veto any financial commit- ment the partnership may be asked to make, only as provided by the above stated percentage of 51%. a No partner shaIl receive any compensation for his or her service to the partnership, without the prior approval of a majority of partners. SIXTH: Books of account shall be kept by said above-named parties designated to be in charge of the conduct of said business and/or a Certified Public Accountant selected by a majority or" partners and entries made therein nf d>> monies: ao�ds, effects; deE�ts, sa1P�, purchas-.s> rece�pts and payments on behalf of said partnership and also of a71 other transactions of said partnership. Said books of account, together with ail bonds, notes, bills, letters and other rights belonging to the said partnership shall be where the business of the partnership shall be carried on and shall be at all times open to examination by all of the parties hereto. tl3 ^ SEVENTH: Within one hundred and fifty {150) days after the close of each and every fiscal year during the continuation of this partnership the persons in active charge of the conduct of said business and/or Certified Public Accountant then servicing partnership sha11 render to all of the partners an account of the true condition of said partnership, and on said date if the boaks of said partnership shall disclose a balance of funds over and above all outstanding claims and over and above a sufficient sum to be heid necessary for the proper operation of said partnership, as determined by the managing partners unanimously, or a majority of partners by percentage in the absence of the unanimous vote, such accrued profits of the business as shall so appear from the books shall be divided between the partners in proportion to their interests as hereinabove designated. EIGHTH: Any partner may withdraw from the partnership at the end of any fisca] year by the service of such partner to all of the other partners of a notice in writing to be served sixty{ 6q days prior to the end of said fiscal year. NINTH: In the event of dissolution of this partnership by reason of withdrawal, insanity or death of a partner, the remaining partners shall have the right to and shall continue the business of the partnership under its present name and as a partnership under and pursuant to the same terms and provisions of this Partnership Agreement, automatically and without the necessity of the remaining partners executing a new partnership agreement; prflvided, only, that the partici- pation proportions set forth in Paragraph Fourth sha11 be deemed adjusted to properly reflect the elimination of the withdrawing, insane or deceased partner. TENTH; In the event of dissolution by reason of death of a partner, then, subject to the applicab7e statutes of the State of which such deceased partner is a resident at the time of his death, if any, the personal representative and/or the heirs or legatees entitled to receive such deceased partner's interest in the partnership assets shall have �fie option of becoming a partner ar partners in the aforementioned new partnership. Such option shall be exercised within thirty (30) days after (a) the date of appointment of the personal representative in the State of which such deceased partner is a resident at the time of his death, if under the la�vs of such 5tate the personal representative is permitted to become a partner in such partnership and the said heirs or legatees desire to exercise such option, or (b} �he date of the order of the cQurt of competent jurisdiction - 4 - assigning or distributing to said heirs or legatees the interest of such deceased partner in the partnership assets; but in no event shall such option be exercised later than one year after the death of such deceased partner. Exercise of such option shall be signified by written notice to the surviving partners, signed by said heirs or legatees, and the personal representative if the option is exercised prior to the aforementioned assiqnment or dis- tribution to them; such notice shall contain the assent of the signers thereof to be bound by the terms and provisions of the partnership agreement. ELEVENTH: A withdrawing partner, the guardian of an insane partner, or the personal representative and/or heirs or legatees of a deceased partner (when the option provided for in Paragraph Tenth is not exercised) shal7 have only the rights set forth in this paragraph, which rights sha11 be subject to the provisions of this paragraph, to wit: (1} To have assigned, transferred and set over unto them in kind, at the earliest practicable date, their proportionate interest in and to the oil and gas properties owned by the partnership upon the date of withdrawal, in- sanity or death; provided, only, that in the case of death, such transfer shall be delayed for one year or until said heirs or legatees indicate in writing to th2 managing partners designate� ir, Paragraph Fiith that the formct� da not desire to exercise the option provided for in Paragraph Tenth, whichever is sooner, and during such period of delay said managing partners shall be authorized to expend on behalf of said heirs ar legatees such sums as may in tfieir sole dis- cretion and judgment be necessary and proper for the operation and reasonable development of said oil and gas properties. (2) To receive an amount equal to: •cheir praportionate interest �n all other assets owned by the partnership upon the date of withdrawal, insanity or death; plus any income attributable to their interest in oil and gas praperties between the date of withdra�.�al, insanity or death and the date of transfer pro- vided for in subparagraph (1} above; less their proportionate share of the debts and liabilities of the parLnership upon the daie oT withdrawal, insanity or death; and less any expenses attributable to their interest in oil and gas properties between the date of withdrawal, 9nsanity or death and the date of transfer provided for in subparagraph (1) above. Tnsofar as said other assets consist of property other than money or receivables, the amount due hereunder - 5 - shall be determined on the basis of the book value of such a�sets. The amount due hereunder shall be paid as soon as reasonable and practicable under the circumstances, but in no event prior to the transfer provided for in subparagraph (1) above; and in the event the aforementioned debts, liabilities and expenses exceed said other assets, then said transfer provided for in sub- paragraph (7) above shall be made only upon payment to the partnership of the amount of their proportionate share of said excess. "Their proportionate share" as used in this Paragraph Eleventh means the interest of the withdrawing, insane or deceased partner, as the case may be, as set forth in Paragraph Fourth. TWELFTH. Upon termination of this partnership, a full and general account of assets, liabilities and transactions of the partnership shall be rendered to al] of the partners by those hereinabove designated to be in charge of the con- duct of said business. If the termination is for any reason other than the withdrawal, insanity or death of a partner, the assets or properties thereof shall , as soon as practical, be sold, the debts due the partnership collected, and the profits applied first in the discharge of the liabilities of the partner- ship and the expense of liquidation of same, and next in the payment to each partner or his representative of any unpaid interest in profits belonging to him, and the remaining capital and surplus, if any, shall be divided between the partners or their representatives in the shares in which they contributed the capitai of said partnership; provided, however, that if the majority of the partners sha11 determine in the exercise of their sole and exc7usive dis- cretion that all or any part or parts of the property of the partnership cannot be sold for the advantage of all the partners generally, or if the majority of the partners shail determine in the exercise of their so7e and exclusive discretion that it would be to the advantage of all the partners generally for distribution of all or any part or parts oT the partnership property to be made to the partners in kind, then and in that event distribution in kind of a17 or any part or parts of the properties of the partnership, as the majority of the partners may determine, shall be made to aIl of the partners. THIRTEENTH. This agreement shall be binding upon and inure to the benefit of the personal representatives, heirs and legatees of each of the parties hereto. - 6 - Y � II In all other respects, save and except as herein modified, the terms, conditions and provisions of the aforesaid Partnership Agreement shall remain in full force and effect. III It is agreed that these parties hereto may execute copies of this instrument, which shall have the same binding effect as the execution of the original agreement by all of said parties. IN IJITNESS WHEREOF, the parties hereto have set their hands the day and year first abave �vritten. WITNESSEQ: �—� ,GU.�41�1 G{ /;'\ �� (.� �"'��r ��-�.'L.ut �c:�-„-at�-i !:% .G C C, � ELLA BEREN HERSCH ��/ ,� "C.. G��,��:��v � RIC ARD DALE BER - � i � l� , ;" � �� (.�:-L-�^-'r`�-- �� C. (lr�_,� ,/� � Li��GL. CARL M. BEREN �. � � � �� U�� C KL BEREN G R ITY ��- �", C,.- ^I�� ,i. ij'� , �1 ' ` I ,� ,-:��. /�. , �,:�� `. , Iv� . �.! ,:�(J1,�/°-� �- �' H' R�ERSCH i ; ��.' � �� .w , � � � �' ' - - - .._ ,,%�; , , i . :� l .�"�_ - 'i C.. . ;�. .� �:.; / J.EROM� B! HERSCH , % _ ' % � j' , , , ,. , � [� . ! L%! . r �?t /:�/i � %(. �r��:'!� �r:�`"__ l/ ,�,t.r ��`"�. i';` DqN.I'�L E. BEREN � ;� � �� .�. ��-�._ R�l L-PH . BEP, V . _ � _ ADDENDUM #1 WHEREAS, the Partners of CARLA QIL & ROYALTY COMPANY have executed an Agreement as of March I , 1980 , under the pravisions of which they will continue the bu�iness of the partnership for a further term of five (5 ) years ; attd WHEREAS, the Partners wish to incorgorate additional provisions in said agreernent ; NOW, THEREFORE, it is agreed as follows : 1. During each partnership year on a date and at a pZace to be selected by the Managing Partne. s, between the date of November I and December 15 af each calendar year, there shall be a meeting of all Partners , of which at � least thirty (30) days prior written natice shall be given. 2 . At the meeting, the operation of the partnership shall be reviewed by aIl the Partners . Changes in policy and/or changes in one or more of Che Managing Partners may be made; provided, however, thaC Managing Partners sha1Z be from each branch af the Beren family. If a Managing Partner does not choase ta serve, his or her successor must be anoCher member of the same branch o� the family, also to be elected by Che Partnership . If any Partner wishes to in- clude specific matters on the agenda, he or she shall so advise the Administratzve Partner at least ten { IO) days prior to the m�eting, and he shall so inform the other Part- ners . 3. All action shall require the approval of a major- • it� in interest .of �he partnership . 4. In aIl other respects , save and except as herein modified, the terms , condieions and provisions of the afore- said Partnership Agreement shall remain in full farce and eff ect. IN WITNESS WHEREOF, the partners of CARLA OIL & ROYALTY COMPANY have signed this Addendum as of the 1st day of March, 198Q . �, �7 � . � �C Ct-t ��-;�zC�t. �t.X-�%-�„ZC vL�� - EL A EREN HER H HARD D E ;� /�, • fi� 1 ;r/'> -�,.G'.') ✓f(/��..,V �/'�� I,(�.�l,_:i1:--i.{,`. AR . ERE � �y ,� � � �, ��' ��cl� � ��C �.� ��:� ARLA R GARRIT � ' . ,;; ( /,% �1. �. �� '� �..-��,� ��. . �Y N H. -HERS H / . �;;- �/ `fy �� , �._`/G�Cir'-�'t/� JE ��' B. HER CH .�� _ ; / ,, , r�j, fl� . ''f'/1' /,(�; �, L--"'-�-" : i �A `IE E. BER� `� � . . . . I�ALP S . BERE�� z- - ADD�NDUM TO TH�PARTNERSHIP AGREEIVIENT OF CARLA OIL& ROYALTY COMPANY THIS ADDENDUM TO THE PARTNERSHIP AGREBMENT OF CARLA OIL & ROYALTY COMPANY (tltis "Addendum") is to be effective as of the t� day of /,�-� , 2013 (the "Effective Dale"), amo�ig Carl M. Beren, Carla $eren Garrity, Henry H. Hersch (as trustee under agreement dated January 12, ]999), Mary E. Hersch, Daniel E. Beren, Ralph S. 8eren, Renee Beren Ga�vey, Richard D. Beren, Jr. and Randall S. Beren (each a"Partner" and collectively, the "Partners"), as all of the currenl Partners of Carla Oi] &Royaity Compa��y(the"Partnersl3ip"). R�CITALS: A. The Partners {or their respective pcedecessars) are parties to tltat cerlain partnership a�reement dated March l; 1980 (the "Orieinal A�reement (19461"), which Original Agreement (1946) has been extended and amended from time to time prior to the date of ihis Addendum (the Original A�-eement(]946}together�vitl� all such e;ctensions and amendments, the"Partnership Agreement"). B. The business of the Partnership is currently managed by three partners, namely Carl M. Beren {acting as Administrative Partner(as defined below}), Henry H. Hersei� a��d Ralph S. Beren {such parmers, collectively, "Mana�ing Partners"). The day to day operations of tf�a partnership are handled by one of the Managinn Partners fsuch partner,the"Ad�t�inistrative Partner"). C. TI�e percentage interest of each Partner is set forth in Schedule 1 hereto. D. The Partnership needs to provide a succession Ulan in the event Car{ M. Beren dies, becomes incapacitated or otl�er�vise elects not to continue as a Managing Partner and/or Adtninistrative Parhier af the Partnership. E. Accordingly, the Partners agree as follo�vs: AGRE�MENT 1. The Partners acl;no�vledge the acc�u-acy of the statements set fortl� in dle above Recitals, and incorporate tlie same herein by tl�is reference. 2. The Partners each hereby agree that in the eveirt Carl M. Beren ceases ta act as a Managing Partner and/or Adrninistrative Partner of the Partnership, whether by deatli, incapacity, votuntary resignatian or otl�erwise, Carla Beren Garrity shall replace Cari M. Beren as a Managing Partner and/or Administrative Partner, as applicabie,of tiie Parmership. 3. I« the event of any inconsistency between t#ie terms of this Addendum and the terms of tl�e Partnership Agreement, tfie terms of this Addendum shall control. 4. This Adde��dum may be executed in counterparts, and the countetparts shall eonstitute one binding and enforceable agreement. (srgnature page fa/lotii�s) SCH�DULE 1 Partner Percenta e Interest Carl M. Beren 23.3871°/n Carla Beren Garrity 17.7419% Henry H. Hersclt 8.8709% Mary E. Hersch 8.8710% Daniel E. Beren 8.87I0% Ralpli S.Beren 8.8710% Renee Beren Garvey 4.6775°/a Richard D. Beren, Jr. 93548% Randall S. Beren 9.354$% Scl�edule l to Addcndum to lhe Parinership Agrecment of'Caria Oil�r.Roya[ty Company � : ��,.�,,;� -�._-(;rk�-�:��'�: � J � ; } .�"�-1 0�-�^-a_s"�v`h-4..- j -__. 1�-C �./rtt_-n f.� t?�.:,..,...+ �' � Z -��- � ti t.x CARLA OIL & ROYALTY COMPANY P.O. BOX 670525 Dallas, TX 75367-0525 Date: �—t3-��t,� _ To: Partners of Carla Oil & Royalty Company Enclosed you will find a partnership agreement extension. This extension is for 5 years beginning on January 1, 2015 and ending December 31, 2019. This extension renews the Partnership Agreement and Addendum #1 executed on March 1, 1980, and Addendum #2 executed on May 1, 2013. Please sign where indicated on page 2. We are not going to circulate the signature page. Each Partner vvill sign wh�r� ir��licat�d and mai! the signat�re p�ge b�ck to my office at the address listed below. The accumulation of the signature pages will be attached to the partnership agreement extension. Carl M. Beren c/o Carla Oil & Royalty Company PO Box 670525 Dallas, TX 75367-0525 Please note that the old extension expires on 2-28-2015, therefore immediate attention is required. Sincerely, �/ r I 'I. ��!'/ `�.r�r�,�� ' Carl M. Beren CARLA OIL & ROYALTY COMPANY EXTENSION OF PARTNERSHIP AGREEMENT Whereas, the undersigned entered into an Agreement as of March 1, 2010, under the terms of which they agreed to continue a partnership business under the name of Carla Oil & Royalty Company to engage in the acquisition, sale, exchange and operation of oil and gas leases and leasehold estates, mineral interests and oil and gas royalties, including the drilling of oil and gas wells: and Whereas, said Agreement, by its terms, was to continue until February 28, 2015 and the undersigned desire.to provide for the renewal of said Agreement, and Addendum #1 executed as of March 1, 1980, and Addendum #2 executed on May 1, 2013; and Whereas, Jerome B. Hersch is now deceased and his shares have been transferred to Mary E. Hersch; and Whereas, Richard Dale Beren is now deceased and his shares have been divided according to the attached schedule among Randall S. Beren, Renee Beren Garvey and Richard D. Beren, Jr.; and Whereas, Daniel E. Beren is now deceased and his shares are currently being held in his estate to be divided at a later date; and Now, therefore, it is agreed by the undersigned that the Partnership Agreement referred to a�ove, together vvith Addendum #1 and Addendurri #2, be the same and are hereby renewed for an additional 5-year term ending December 31, 2019. All of the terms and provisions of said Partnership Agreement and Addendum #1 and Addendum #2, except for the expiration date, are hereby ratified and confirmed. -1- In witness whereof, the undersigned, being all of the partners of Caria Oil & Royaity Company, have hereunto set their hands as of the 15t day of March, 2015. Carl M. Beren Carla B. Garrity Henry H. Hersch Mary E. Hersch __,, � f? i` r' '�....-�"L(,,`, f�� `}�C//u..` /C i ' r l Daniel E. Beren Estate (John D. Sheridan-executor) Ralph S. Beren Richard D. Beren,Jr. Ran�all S. Beren Renee Beren Garvey -2- Caria Oil & Royalty Company Partner Listing 2-28-2015 Name % Address Carl M. Beren 23.3871 PO Box 670525 Dallas,TX 75367-0525 Carla B. Garrity 17.7419 3360 S. Columbine Circle Englewood, CO 80113 Henry H. Hersch, 8.8709 711 Alta Vista Drive Trustee under Agreement Healdsburg, CA 95448 DTD 1/12/99 Mary E. Hersch 8.8710 38900 S. Woodland Moreland Hills, OH 44022 Daniel E. Beren Estate 8.8710 2080 Linglestown Road (John D. Sheridan-executor) Harrisburg, PA 17110 Ralph 5. Beren 8.8710 1914 A Lyon St San Francisco, CA 94115 Richard D. Beren,JR. 9.3548 4207 N. 35`h Way Phoenix,AZ 85018 Randall S. Beren 9.3548 PO Box 18173 Fountain Hiils, AZ 85269 Renee Beren Garvey 4.6775 12426 W. 105th Terrace 100.0000 Lenexa, KS 66215 -3- ._ � C o � ¢ O � ,�gj� � �a�-1 N � _ . � . lLl .ti � � c a> O � � c � O � - � o a � Co v �* �� CD N C �+r- LLI � ea,..,�..s�e � �� p LL .,m U v w;m • �, m � c u� -�.�,'W"�* � a�_ rno � �� vU � � d .v m p N tn N J O R � v C � Cp � � � � � d O .� � o � V r O a � a o �, _ � � o > > o („) � O � O O c v O � �- O � d O V o t O � O N � O � U O O � O O p I- p ts- � O N .-: �,..,,, � •,,,,,� N r d w � `° L [A "`�ro3 � (� � � f. W � � r� v � � ,�. �„�,� U� � o t� U � N �P�� !�1 m � �. `�� c� � � � � � ,.1 ^ c � N wO � ��„'6�-+ t � � q � � �� E � � .. .. C� {{.� t� � o v � 'a� � l�..1 {n W 'n cs �..,' � iu Q � � � � � � � � � � � t U � !� `� .�..! c '� O � � AG:,�„a ti �� o ;,. cn , � N O ;, h � +�...� i1' cc z r v �,,� (�'1 .� Q m � U �. � � � � t�? '"' g � p ln `� � AGREEMENT �� L(MI7ED PAR7NERSH[P OF URBAN STQRAGE FUND, LP THIS AGREEMENT �F LIMITE� PARTNERSHIP aF URBAN STQRAGE FUND, LP (the "PartnersFtip"), dated as af the 315t day of March, 2013, among The Urban Storage Fund Manager, LLC, a Pennsyfvania limited liability company, as general partner (singularfy, coliective[y and together with any subsequently admifted generaf partners, the "General Partner"), and the Persons whose names are subscribed hereto, as limited partners (together with any subsequently admifted limited partners, the "Limited Partners"). RECITA�S WHEREAS, the parties hereto desire to form a fimited partnership pursuartt to the partnership law of the Commonwealth of Pennsylvania to acquire, own and operate self- starage facilities; anc{ WHEREAS, certa[n capitalized terms used herein are defined in Arfic(e 1! hereof. NOWf THEREFORE, in consideration of the premises and covenants contained herein, the parties agree as follows: ARTICLE 1 F�RiV1ATlOi� OF PARTI�ER�HIF' 1.01. Formation. The General Partner, for itself and as agent for the Limited Partners, has flted the Certificate of Limited Partnership of the ParEnership (the "Certificate"), and a[I other appropriate certificates and documents, and shall accom- plish a!I filing, recording, publishing and other acts necessary or appropriate for compliance vvith all the requirements for the formation of the Partnership as a limited partnership under the Pennsylvania Revised Unifarm Lirnited Partnership Act (the "AcY') and under all other laws of the Commonwealth of Pennsylvania or such ather jurisdictions in which the General Partner determines that the Partnership may conduct business. The L.imited Partners sha(I promptiy execute ail relevant certificates and other documents as the General Partner shal( request. The rights and duties of the Partners shall be as provided in the Act except as modified by this Agreement. 1.02. Name. The name of the Partnership is URBA�: STORAGE FUND, LP. '9.Q3. l,ocafiiot� of Principai Place of Business. The locatton of the princ'spal pfaee of business of the Partnership is 2121 Old Gates�aurg Road, Suite 200, State CoNege, Penrssylva��a 16803, ar such othei� focatior� as may be determined. Ti�e Geireral Parir�er may change the [ocatian of t�e r�rincipa( place of �usiness of the Partnership. (n addition, the Partnership may maintain such other offices as the General Partner may deem advisabie at any other place or places wifhin or outside fhe United States. 1.04. Name and Business Address of General Parfner. The name and business address of the GeneraE Partner is: 7he Urban Storage Fund Manager, �.LC 2121 �Id Gatesburg Road SUite 20Q State College, Pennsylvania 16803 or such other place as may from time to time be determined by the General Partner. 9.05. Purpose. The Partnership's purpose shall be to acquire, own and operate self-storage facilities in select high barrier to entry and high density markefs throughout the Eastern United Sfates; to make direct investments ar form partnerships, corpora- tions or other entities to effect such purposes; and to engage in any and a1l activities refated or incidental to the foregoing and to do all things necessary or convenient for the accompiishment thereof. ART(CLE 2 DEFINITiONS "Act" means the Pennsylvania Revised Uniform Limited Pa�tnership Act, as amended from time to time, or any successor statute. "Adjusted Capitai" means, as of any day, a Partner's Capital Contribution reduced by the amour�t of cash and fhe fair market value (as determined by the General Partner) af any Par�nership property distributed to such Partner pursuant to Section 5.01(b), Section 5.02(b) or Section 5.Q3(b). "AqreemenY' means this Agreement of Limited Partnership, as amended, modi�ied or supplemented from time fo time. "Capital Account" means, with res�ect to each Partner, the account estabiished and maintained for the Partner on the books of the Partnership in compliance with the applicable Treasury Regulations under Section 704 of the Code, as amended. Subject to the �receding sentence, each Partner's Capital Rccourtt wiff initially equai the cash or property (valued as detQrmined by the General Partr�er and inc(uding forgiveness of debt} cantributad by such Partner to the Pa�tnership, and throughout the term of the Partner- ship will be (i) increased by the amount of (A) incame and gains allocated to such Partner pursuant to Artic4e 4, ancl (�) any cash, property or services (valued as deterrninad by tha Generai �arrner) suc�sequentl�� coniribuied by such �ariner �a the Paine�shi�, and �if} 2 decreased by the amount of(A} losses and deductions a4located to such Partner pursuant to Article 4, anci (B) the amount of distributions in cash and the value (as determined by the General Partner) of distribufions of property (net of liabifities secured by fhe praperty that fhe Partner is considerecl to assume or take subject to} distributed to such Partner. "Capital Contribution" means the amaunt of cash or fhe value {as determined by the General Partner} ofi property (rtet of liabilities secured by the properfy that the Partnership is considered ta assume or taEce subject to) contributed ar deemed to be confributed to the Parfnership by a Partner pursuant to Sections 3.01 and 3.03. "Capital Transacfion" means any trat�sactEon, whether or not in the ordinary course of business, which results in the Partr�ership's recei�t ofi cash or other consideration other than Capital Contributions, including, withaut limitation, proceeds of sales or exchanges or other disposifions af property, financings, refinancings, condemrtations, recoveries of darnages, awards and insUrance proceeds. "Capital Transaction Receipts" means (a) fhe proceeds received by the Partner- ship fram a Capital Transactian, reduced by (b) the sum of (i} alf expendit�res macle by the Partnership in connection with such Capital Transaction, (i�) expenditures for all Partnersh[p loatt obligations or fiabilities (including Partner ioans) and (iii) such reserves in the reasanable discretian of the General Partner as are necessary to satisfy any other a�pror�riate disbursements from such proceeds that are expecfed. "Certificate" has the meaning set fortY� in Section 1.01. "Class A Units" means those interests in the Partnership issued to Limited Partners and having the rights set fiorth herein. "Class B Units" means those Interests in the Partnership issued to the General Partner and having the rights set forth herein. "Code" means the lnternal Revenue Code of 1986, as amended from time to time (or any succeeding law). "Commitment" means, witi� respect to each Partner, the aggregate amount of cash agreed to be contributed to the capital of the Partnership by such Partner as specified in this Agreement. Cammitment Expirafion Date rr�eans December 31, 2a18. "Developer Fee" sha[I have the meaning se�forth in Sectian 3.07. "Dispositian Fee" shall have the meaning set forth in Section 3.08. "Ganera! Par�ner" has the meaning set forth in the forepar�o�this Agreem�nt. 3 "Interest," wi�en used in reference to an interest in the Partnerstzip, means t�e entire ownership interest of a Partner in the Partnership at any particuiar time, and includes all rights associafed with Class A Units and/or Class B Units, as appropriate. "Limited Partner" has the meaning set forth in the forepart of this Agreement. "Liq_uidator" has the meanirtg set forth in Section 10.02(b) hereof. "Manaqement Fee"shall have the meaning set forfh in Section 3.Q6. "Mortqaqe Loan Pfacement Fee" shall have the meaning set forth in Section 3.09. "Ne# Cash Receipts" means the gross cash proceeds from the operation af the Partnership's business exclusive of Capital Transaction Receipfs, less (i} the portion thereof i�sed to pay Partnership expenses, debt payments (whether mandatory or voluntary) and capital expenditures, and (ii) such amaunt as the Generaf Partner determines is needed as reserves for maintaining or expanding the Partnership in a sound financial and cash position, including the establishment of reserves reasonably required in the judgment of the General Partner for the proper operation or contemplated expansion af the Parfnership. "Net fn�ome" and "Net Loss," resoactively, mean the in�ome or loss of th� Partnership as determined in accordance with the method of accounting followed by the Partnership for Federal income tax purposes, including, for ali purposes, any income exempt from tax and any expenditures of the Partnership which are ciescribed in Section 705(a)(2)(B) of fhe Code; provided, however, that if any property is carried on the books of the Parfnership a# a value that differs from that properfy's adjusted basis for tax purposes, gain, loss, depreciatian and amortization with respect fo such property shafl be computed with refierence to the book basis of such property, consisten#ly with the requirements of applicable Treasury Regulations under Section 704 of the Code. "Partners" means the Genera[ Partner and all Limited Pa�tners, collectively, where no distinction is required by the context in which the term is used. "Partnership" means the limited partnership formed pursuant to this Agreement under the name "URBAN STORAGE FUN�, LP." "Percentaqe Interest" of a Partner means the percentage determine� by dividing (i) the aggregate number of Units, regardless of Cfass, owned by such Parfner, by (ii} the aggregate number af Units, regardless of Class, owned by all Part;�ers. "t erson" means any individual, partnership, carporatian, trust or other entity_ "Preferred Return" means for an}� year an amount (which amount shall be curnulative but shall �at compound) eq�al to (a} the wei�hted average Ad}usted Capital of all of the Class A �Jnifs during such year, muftiplie� �y ;b} 8%. 4 "Pro�ect" means each sel€-storage facility owned by the Par�nership. "Treasury Re�ulations" means reguEations prort�ulgated by the Department af the Treasury under the Code. "Units" means those units of partnership interest in the Partnership issued to Partners and having the rights set forth herein and shall include the C(ass A Units and the Class B Units. ARTICLE 3 CAPiTAL CONTR[BU7[ONS 3.01. Cat�itai Contribufior�s. The Gerteral Partnet� sha[[ contribute to �he capi- tal of the Partnership the assets set forth opposste its name in Annex A hereto, and in exchange shall receive 250 Class B Units in the Partnership, which shafl represent its interest as General Partner. Eacf� Limitad Par�ner sha[1 make contributions fo the capital of the Partnership in the aggregate amount equal to its Commitment set forth opposite its name in Annex A hereto within ten (10} days after receiving the General Partner's notice calling far afl or any part of such contriE�utian; provided, however, that the General Partner shall not issue any such notice after the Commitment Expiration Date. 3.02. Par�ner's Default on Cammitment. lf any Partner (a "Defaulting Part- ner") fails to maEce ful( payment of any portion of its Commitment or any other payment required hereunder (the amount of such failed payments in the aggregate, the "De- faulted Amounts") and such failure is nof cured vuithin five (5j days after written notice �o such Partner from fhe General Partner with respect to such failure to pay, the following provisions shall apply: (a} In add'ttion to afl Defaulted Amounts awed by fhe Qefaulting Part- ner, the Partnership may accrue and coliect interest on all Defaufted Amounts and any amount due at a rate nat to exceed the prime rate p[us ten percentage points per annum (but not in excess of the highest rate per annum permitted by law) as such rate shall be determined by the Genera( Partner in ifs so{e discretion with respect to each failure to make such payments, and may charge the Defau[ting Partner's Capital Account with afl out-of-pocket expenses (inciuding, without limitatian, for attorneys' fees) incurred in connection with the collection and other efforts in respect of the Defaulted Amounts (which �ayment of such interest and expense reimbursement shall not be treated as a Gapitai Contribution by the Defaulking Partner}. (b) So long as any Defau(ted Amounts or other amounts rernain unpaid, in the sole discretian or'the General Partner, the Pa�nershi�a may withho[d all distri�utians (or port�ons thereof} that wou{d otherwise be made to t�e Defa�l{ing Partr�er p�rsuant to �his Agreement and apply such vvithheld disfributions tQ offset any Defaulted Amounts or � other ama�nts owing by the Defauiting Partner to fhe Partnership under this Agreement or any other agreement. {c) So long as any Defaufted Amounts or other amounts remain unpaid, fhe Generaf Partner, in its sole discretion, may offer the other Partners the opportunity to contribufe the Defaulfing Partner's Defaulted Amount. Each Parfner who accepts such offer is referred to herein as a "Con#ributing Partner." If there is more than Qne Confrib- uting Partner, each Contributing Partner electing to confribute the Defaulted Amount shall have the right to contribute a propartionate amount of the Defaulted Amaunt based on the electing Contributing Parfners` re[ative Percentage Irtterests, or in any other proportion as the Contri(aufing Partners may agree. The Contributing Partner(s) shall treat the capital it cantributes for the Defaulting Partner as a capitaf contribution to the Partr�ership, except that the Partnership shal( issue sufficient Ciass A Units to the Limited Partners such that (i) the Contributing Partner's aggregate percentage of the Class A Units shall be equal to the quotient obtained by dividing (1) the sum of (A) the Capifal Contribu- tions of the Contributing Partner immeciiately priar to such additiona[ capital contribution p[us (B) the product of fhe adtiitional capita[ contribution made by such Cantributing Partner mu(tipiied by 1.5 (the "Adjustment Amount"), by (2) the total Capital Contributions of all Limited Par�ners, including any Adjustment Amount, (ii) each non-Contributing and non-Defaulting Partner's aggregate percentage of the Class A Units shall be unchanged, and (iii) the Defaulting Pa�fner's aggregate percentage of the Class A Units shall be reduced correspondingly. (d) So long as any Defaulted Amounts or other amoun#s remain unpaid, the General Partner shall have the cantinuing right and option to purchase all of the Class A Units owned by the Defau[ting Partner. If the General Partner wishes to exercise such right and option wifh respect to the Defau(ting Partner, it shalf notify such the Defaulting Partner in writing. The closing af such purchase shail take place at the principal office of the Company on such business day fhat is convenient ta the General Partner, at (east thirty {30) days but not more than sixfy (60) days fallowing the delivery of the Genera! Partner's notice, or at such time as mutual{y agreed by the General Partner and the Defaultir�g Partner. The purchase price for fhe Defaulting Partner's Cfass A Units shall be sc�ual to the Defaulting Partner's Capital Account balance. At the closing, the Defaulting Partner shall deliver �o the General Partner an executed assignrnent in a form reasonably satisfactory ta the Genera( Partner, and the General Partner shall deliver the purchase price as provided be[ovv to the Defaulting Partner. The Defaulting Partner shal! warrant, in writing, that the Class A Units are transferred free and clear of al[ lie�s, encumbrances and clairrts. The Genera( Partner shal[ deliver the purchase price at closing in #he following manner: (i) in cash or other immediately availab4e fun�� for the entire pt�rchase price, ar {ii} by the delivery of 10°10 af the purchase price in cash or other immediately avaifable funds at c[osing and the delivery oi a promissary note for the remainder of the purchas? price, which promissary note shalf be payable within five (5} years and shall pravid� for five (5) equal annua{ pay- ments of�rincipal and interest commencing an the firsfi anniversary after the c{asing and sha11 accrue interest frarn the day af closing at the applicable federa( rate. The promis- sory note shall fiurther provide fhat the Genera[ Par'rner shali have ihe righr ai any time 6 to prepay without penalty the princi�ai amount due thereon, in whoie or in part, with interest to the date of prepayment. (e} The Generai Partner may assist the Defau[ting Par#ner in finding a buyer for the Defaulting Partner's interest; provided that tYte General Par�ner sha[[ have no obiigation to contact any particular f'artner or other person witt� regard to such sale. (� The Generaf Partner, on behalf of the Partnership, may pursue and enforce all rights and remedies the Partnership may have against such Defau[ting Partner with respect thereto, including, without limitation, pursuing a Eawsuit. (g) The General Partner in its sole discrefion may offer the Defaulting Parfner's Units to the Partners (other than any Defau(ting Partners) pro rata accarding to their respective Commitments. The G2neral Pa�tner shall handle the mechanics of making the affer set forth herein and shall in its discretion set fime limits€or acceptance_ (h} No consenf of any Partner shafl be required as a condition precedent to any transfer of a Defau(ting Partner's interest pursuant to this Section 3.02. (i) The faiiure Qf any Partner to fulfil( an obligation hereunder shall not relieve any other Partner of any of its obfigations under this Agreement. Each Par�ne� hereb}� s�ecifcally ay�ee� that, if s�!ch 1'artner v6elates the terms of this Agreement, such Parfner shall not be entitled to claim that the Par�nership or any of the other Partners are precluded, on the basis of any fiduciary or other duty arising in respect of such Partner's status as such, from seeking any of the remedies permitted u�der this Agreement or applicable law. 3.03. Additional Capital Contributions. Any Partner may make addi- tional Capital Contributions at any time witl� the consent of the General Partner and upon such terms as the Genera( Partner may approve. 3.04. Interest on Capitaf Contributions. No Partner shall be entitled to interest on or with respect to any Capital Contribution. 3.05. Withdrawal and Return of Capita[ Contributions. No Partner sha[1 be entitled to withdraw any part of that Partner's Capital Contribution or to receive any distributions from the Partnership, except as expressly provided in this Agreement. 3.Q6. Manac�ement Fee. The Partnership shall pay to the General Part- ner in arrears, commencing or� April 30, 2013, and thereafter on the (ast day of each manth until the f[nal distribut{on af #he Partnership's assets, a monthfy fee (the "Man- agement �'ee") as compensatian for managing the a€fairs of the Partnership. The amount of the Management Fee for each month beginning A�ril 2013 will be equal to �.0% of the aggregate Capital Account bafances of the Limited Partners as of the �eginning af such ealendar month. 7 3.07. Developer Fee. The Par#nership wi1( pay the Genera( Partner a deve[- oper fee equal to 5.0°l0 of the tota[ cost of each Project, exc[ud[ng tne �eveloper Fee and al( carry costs during the lease-up period as ref(ected on the Project budget (the "Developer �ee"}. The Partnershi� wi[i pay the General Partner 50% of the Deve{oper Fee when the �uilc4ing permit is issued for the Praject and the balance of the D�vefoper �ee when the certificate of occupancy (or its equiva(ent) is issued for fhe Project; provicfed, however, that if the Partnership acquires a Project that does nat require a building permit or certificate of occupancy (or its equivafent}, then the Partnership will pay the General Partner the Develaper Fee when the Partnership acquires the Project. 3.08. Disposition Fee. The Partnership will pay the Genera[ Partner a disposi- tion fee equai to 2.5% af the gross sales price of a Projecf, payable at fhe closing of the sale (the "Disposition Fee"). 3.09. Mortqaqe L.oan Placement Fee. The Partnership will pay the General Partner a mortgage [oan p(acement fee equal to 1.0% of the original principal amount of any loan secured by a mortgage on a Project, payable at the c(osing of fhe foan (the "Mortgage Loan Placement �ee"}. 3.10. Authorized lnteresfs. The General Partner is expressEy authorized at any time, and from time to time, without further action by the Partners, to pravide for the issuance of additional Interests in the Partnership, inciuding without limitation Class A Uni�s, C(ass B Units, and units af such ac{ditional classes, with or without voting power, and with sucY� other designations, preferences and participating, optiona[ or other specia! rights, and quafifications, limitations or restrictions thereof, as shall be determined by the Generaf Partner, including without limitation such rights to receive cash distributions and allocations af tax attributes as the General Partner may�eern appropriate. ART(CLE 4 ALLOCATION OF INCOME AND LOSSES 4.01. Allocation of Net Income. Subject to Sections 4.03 and 4.04, the Part- narship's Net (ncome for each fisca[ year shall be al[ocaEed to #he Partners as fo(lows: (a) First, to the Partners until the cumulative Net [ncome aE{ocated pur- suant fo this Sec�ion 4.01(a� is equal to the cumufative Net Loss allocateci to the Partners pursuant to Section 4.02 for all prior periods, such Net lncome to be al[ocated arnong the Partners in proportion to the excess of Net Loss allocated previously to a Partner aver the Net Incame previously a(focatec( to such Partner pursuant to this Sectiol� 4.01(a); (b) Second, to fhe Limited Partners pro rata in accordance wi�h their re- spective numbers of Class A Units untif �ha cumu[ative Net Income a((ocated pursuant to this Section 4.01 tb) is e�ual to the cumulative amo�:nt of ar�y Preferred Return distributians made to the Limite� Partners for the current �eriod and a{I arior �eriods; and 8 (c) The balance, if any, 50% to the Limited Partners, pro rata in accord- ance witn their respective numbers of Class A Urtits, and 50% fo the General Partner. 4.{}2. At(ocatian of Net Loss. Subject ta Sections 4.03 and 4.04, the Partner- ship's Net L.oss for each fisca! year shall be ailocated to the Partners as folfows: (a) To the extent Net (ncome has been allocatecl pursuant fo Section 4.01 lc�, Net Loss shall be allocated to the Partners in an arnount equal to the excess, if any, of (1) the cumu{ative Net lncame allocated pursuant to Section 4.01(c) for afl prior years over (2} the cumulative Net l.oss allocated pursuant to this Sectian 4.02(a) for afl prior years, such Net Loss to be a(located among the Partners in propartion to the excess of Net Incame af(ocated previously to a Partr�er pursuant to Section 4.01(c) over the Net Lass �reviousfy allocated to such Partner pursuant to this Section 4.02(a); (b) Then, Net Lass shali be allocated ta the Partners having �ositive Capi�al Account l�alances, in proportion to their respective Capital Account balances until each of their Ca�ital Account balances is rec[uced to zero; and (c} The balance, if any, shall be ai(ocated to fhe Partners in accordance wifh t�eir respective Percentage �nterests. 4.43. Rectulatory Provisions. (a) The General Partner shall modify the alfocatians provided for in Sectians 4.01 and 4.02 as it c{eems appropriate to comp[y wifh the applicable Treasury Regulations under Code Section 704. Without [imiting the generality of the faregoing, the General Partner snal[, prior to making any alloca#ians required by Sections 4.d1 and 4.02, maice any al[ocations required by the "minimum gain charge�ack" provision of the Treasury Regufations, t}�e "chargeback of partner nonrecourse debt minimum �ain" provision of the Treasury Regulations and the "qualified income offset" provision of tne Treasury Regulations; in addition, Partnershi� losses, deductions or expendifures described in Code Section 705(a)(2)(B) attributable to a particular partner nonrecourse liabi(ity shal( be allocated to the Partner that bears #he economic risk of 4ass for the liabi(ity in accordance with the Treasury Regulations. (b} The Generaf Partner shafl (imit allacations of Net Losses to any Part- ner if such allocation woult{ cause such Partner's Capital Account balance, as increased for any deficit balance in its Capital Account the Partner is requirec� to restare or is deemed required to restore as a result af its share of the Partnership's minimum gain (within the meaning of the Treasury Regu[ations} and its share of partner nonrecourse debt minimum gair� (within the rneaning a�the Treasury Regulatio�ts} and the adjusfinents referrecf to in Treasury Regulations Sections 1.7Q4-1(b)(2}(ii)(d)(4), (5} and (6), to be negative whiie any other t artner`s Capital Account balance is positive. The Generai Partner may alsa make al[ocations reasonably designed ta offset aliocations provic{ed for in this Section 4.03 ta the extent such allocatians sha{1 noi be offset by otner a1(ocations provided for in this Sectiai� 4.03. The Genera! Partner may a[ter the Partnership`s a!(ocations of items entering into the campz�tation af Net Income and Net L.osses in the 9 year in which tt�e Partnership is liquida#ed ta avoid any Pa�tner recognizing gain or loss pursuant to Code Section 731 an the iiquidation of the Partrzership. (c} So(ely for purposes of adjusting Capital Accounfs (and nat for tax purposes), if any praperty is distributed in k�nd (including property or stock distributed in connection with the incorporation of the Partnership), the difference between the fair markef value of the property and its book value at the time af distrib��tion shall be treated as gain or loss recognized by the Partnersl�ip and alfocated pursuant to Sections 4.�1 and 4.02, (d) Except to the extent otherwise required by the Code and Treasury Regulations, if an Interest or part thereof is transferred in any fiscal period, the items of incorne, gain, foss, deduction and credit allocable to the Interest far such fisca[ period shal( be apportioned batween the transferor anc! the transferee in proportion to the number of days in such fiscal periad the lnterest is held by each of fhem, except that, if they agree between themselves and so notify the Genera! Par#ner within thirty (34) days after the transfer, then at their opt�on and expense, (i) all items or (ii) extraordinary items, including capital gains and fasses, may �e allocated to the Person who held the Interesk on the date such items were realized or incurred by the Partnership. 4.04. Allocations for Income Tax Purposes. The income, gains, losses, de- ductions and credits of the Parfnership for federal, state and local income #ax purposes sha(i �e aflocated in the same manner as the correspon�ing items entering into the computation of Net lncome and Net Losses were allocated pursuant to Sections 4.02 and 4.03, provided that sole(y for Federa(, local and state income and franchise tax purposes and not for baok or Capital Account purposes, income, gain, loss and deduction with respect to property prop�rly carried on #he �ar�nership`s books at a value ather than its tax basis shal( be allocated (i) in the case af prope�ty contributed in kind, fn accordance with the requirements of Code Section 704(c) and such Regulations as may be promul- gated thereunder from time �o time, and (ii) in the case of other properry, in accordance with fhe principles of Code Sec�ion 704(c} and the Treasury Regulations thereunder as incorporated among the requirements of the relevant provisions of t�e 7reasury Regula- tions under Code Section 704(b}. 4.05. Withholdinq. The Partnership shall comply with withholding requirements under Federal, state and local {aw and shall remit amounts withheld ta and file required forms with the app6icable jurisdictions. To the extent the Partnership is required to withhold and pay over any amounts to any authority with respect to distributions or aflocations to any Partner, the amount withheld shall be treated as a �istribution in fhe amount of the withhofding to that Partner. fn fhe event of arty claimed over-withholding, Partners shail be limited ta an action against the a�plicable jurisdiction. [f the amount withheld was not wifhhelc4 from actua( distribufior�s, the Partnership may, at its option, {i) require the Partnar to reimburse the Parfnership far such withholding or (ii) reduce any subsequent distributions by the amount af such withhalding. Eac� Partner agrees to furnish tF�e Partnership with any representa�ions and forms as shal( reasona�ly be 'f 0 requested by ti�e Partnership t� assist it in determining fhe axtent of, and in fuffiliing, its wifhholding obligations. ARTICLE 5 DISTRIBUTtONS 5.01. Distributions. Net Cash Receipts, if any, sha(I be distributed at such times and in such manner as the General Partner may determine, in the foliowing order and priarity: (a) To the Limited Partners pro rata in accardance +nrith their respective numbers of Class A Units owned untif the unpaid Preferred Return of each Limited Partner is re�uced to zero; and (b) The balance, if any, 50% to fhe Limited Partners pro rata in accord- ance with their respective numbers af Class A Units owned and 50% to the General Partner. 5.�2. Distributions of CapiEal Tran�action Receipts from 13e�ina�cinq. Capi- ta( Transaction Receipts, if any, fhaf derive from the Partnersh[p's ref�nancing of indebtedness secured by a mortgage on a Project shaf! be disfributed at such times and i� sucn mar�ner as it�ie Gereraf Pariner may deterrnirie, �r� �he foiiowi�g or�er and priori�y: (a} First, to the Limited Partners pro rata in accordance with their re- spec#ive numbers of Class A Units owned until the unpaid Preferred Refurn of each Lir�ited Partner is reducect to zero; (b) Second, 5Q°lo to the Limited Partners pro rata in accordance with their respective numbers of Class A Units owned and 50% to the General Parfner until the Acijusted Capital of the Limifed Partners has been reducecf to zero; and (c} The balance, if any, 30% ta the Limited Parfners pro rata in accord- ance with their respective numbers of Class A Units owned and 70% to the General Partner. 5.03. Distributions of Ofher Capital Transaction Receipts. Capital Transac- tion Receipts, if any, that derive fram Capital Transactions nat governed by Section 5.02 shall be distributed at such times and in such manner as the General Partner may determine, in the fol[owing order and priarity: (a} First, to the Limited Par#ners pro rata in accordance with their re- spective numbers ofi Class A Units owned until the un�aid Preferre� Return a# eaci� Limited Partner is reduced to zero; �1 (b) Second, 70% ta the Limited Partners pro rata in accordance with their respective numbers of Cfass A Units owned and 30% to the Genera! Partner until the Ad}ustec[ Capital of tne L.imited Parfners has been reduced to zero; and (c) The balance, if any, 30% ta the Limited Partners pro rata in accard- ance with fheir respective numbers of C(ass A Units owned artd 70% to the General Partner. 5.04. Tax Distribufion. Natw[thstanding Section 5.01, the Partnership sha(I during each fiscaf year or not iater fhan 90 days foflowing the end of such fiscaf year make a distributior� to each Partner (a "Tax DistriE�ut�on") from Net Cash Recei�ts, if any, and from Capita[ Transaction Receipts, if any, in an amount equa( ta the excess of such Partner`s Presumeti Tax Liability for such fiscal year over the amount of actual distributions made by the Partnership to such Pattrter during suct� fiscal year (other than at�ounts considered Tax Disfributions att�ibufab{e to a prior year). Any amount distributed pursuant to fhis Section 5.04 wil! be deemed ta be an advance distribution of amounts otherwise distribut- able to a Partner pursuant to Section 5.01 or Section 5.02 and wil[ reduce the amounts that would subsequently otherwise be distributabfe to st�ch Partner pursuant to Section 5.01 or Section 5.02 in the order such amounts woul� otherwise have been distributabfe. "Presumed Tax LiabiEity" for any Parfner for a fiscal year sha(I mear� an amount equal fo the product of (i) fhe amaunt of taxabfe income or gain of the Partnership (inc(uding in camputing taxable income any items required to be separatefy stated under the Code) allocated #o such Partner for that fscal year, and (ii) the effecfive federal income tax rate(s) applicable to such incame or gain during the fiscal year for computing ordinary income tax liabiiities {that is, without reference to minimum taxes, alternative minimum taxes, or income tax surcharges) of a natural person in fhe highest bracket of taxable income. Amounts distributed pursuant to this Section 5.Q4 shalf be made prior to any otner distributions pursuant to Article 5. ARTICLE 6 BOOKS OF ACCOUNT 6.0'1. Books anct Records. Proper and camplete records and books of account shall be kept by the General Partner in accorciance with the Act in which shall be enterad fulfy and accuratefy all transactions and other matters reEative ta the Partner- ship`s business as are usua{ly entered into records and books of account maintaineci by Persons engaged in businesses of a like character, including a Capital Account for each Partner. The Partnership books and records shall be kept on the method of accounting selected by the General Partner; al( methods of accounting, elections anc( the treatment of particular �ransactions sha(I be as consistent as possibfe with tY�e methods of accaunting, elections and treatments employed €or �ederal income tax purposes. The determinations af the Generaf Partner with respect to the treatment of any item or its allocation for Federal, state ar locaf tax pur�oses shall be binding ��an a(( Partners sa {ang as that determination is not incansistent Gvit� any express term of this Agreement. 7�e �aoks and reco��s s�al! at ail times �e mainiained at �h� pri��pal �ffice of the 12 Partnersh�p and shalf be open to the examination and inspecfian of the Partners ar their dufy authorized representative far a proper purpose during reasonable business hours in accordance with the Act. The Partnership shall maintain at its office and make available to the L.imited Partners or any designated representative af the Limited Partners a list of names and addresses af, and inferests owned E�y, a�l Partt�ers. ARTiCLE 7 3'OWERS, RIGHTS AND DU71ES OF THE LIMITED PARTNERS 7.0'i. Riqhts and Powers. Except as otherwise specificafly provided herein, the Limited Parfners shal[ have all rights and powers of a limited partner under the Act. 7.02. Limitations. Except as otherwise specifically provided herein, the Limited Partners shalf not vote or participate in the management or contro( af fhe Partnership's business, nor shall they transact any business for the Partnership, nor shaA they have the power to act for or bind the Partnership, these powers being vested solely and exc(usivefy in the Generaf Partner. The Limifed Partners shall have no interest in the properties or assets of the Partnership, or any equity therein, ar in any proceeds of any sales thereof {which sales shafi not be restricted in any respect except as set forth in this Agreement} by virtue of acquiring or owning an lnterest in tf�e Partnership. 7.u3. Liapiiizv. txcepi as may be required by the �ci, ihe Limited �ariners shall be liable for the repayment and discharge of debts anci obligations of the Partner- ship only to the extent of amounts or assets contributed by the Limited Partners pursuant to the provisions of Article IIf. The l..imited Partnars shall not otherwise have any liability whatsoever with respect to the debts and obligations of the Partnership and sha!! not be obiigated to make additional contributions to the Partnership, except as requtred by Pennsylvania faw. For purposes of this Sectian 7.03, fhe contribution of an asset shall not be deemed to be a warranfy as to the value of the asset contributed irrespective of the value attributed hy the General Partner or the Partnership to the asset contributed. ARTtCLE 8 POWERS, RfGH�'S AR1D DUTIES OF G�NERAL �ARTNER 8.01. Authoritv. The Generaf Partner has exc[usive and complete authority and discretion to manage fhe operafions and affairs af the Par�nership and to make afl decisions regarding the business of th� Partnershi�. Except as otherwise specifically provided herein, any action permitted or required to be taken by the General Partner pursuant to this Agreement sf�all E�e taken by a majarity in number of the Persons camprisir�g the Gen�ral Partner if there is then more than one Genera[ Parfner. Any . such action shal[ constitute the act af and serve ta bind tne Partnership, the Partn�rs and the�r respect'tve s�ccessors, assigns ar�d persona( re�resentafives. PErso�s �ealin� �:�ith the Parknersf�i� are enti#le� to rel� conclusi��efy on th� r�ower an� auti��rity 13 of the General Partner as se# forth in th�s Agreement. The General Partner may nat be removed. 8.02. Powers and Dufies of Genera[ Partner. Except as otherwise specifically provided herein, the Generaf Partner shaii have ai( rights ancE powers of general partners under fhe Act, and shalf have al[ authority, rights and powers in fhe manage- ment of the Partnership business to cEo any and all other acts and things necessary, proper, convenien� or advisabie to effectuate the purposes of this Agreerr�ent. Without limitation of tne foregoing, the General Par�ner rnay appoint ane or more investment a�visers for the Partnership and one or more property managers of the Partnership's real property, any of which may alsa �e a Generai Partner. Any such investment adviser and property manager may be given discretionary authority in the management of the Partnership's portfolio. 8.03. Expenses of the Partnership. (a) The Partnership shal( �ay, and the General Partrter shall not be ob- ligated ta pay, al! expenses incurred by or on behalf of the Partnership ofher than those expenses payable by the General Partner pursuant to paragraph (b} beEow. All expenses payable by the Partnership shall be paid out af cash funds of the Partnership determined by the General Partner to be availab[e for such purpose, provided that fhe Genera! Partner may, in its ciiscrefion, advance funds to the Partnership for the payment of these expenses and shall be en#itled to the reimbursement of any funds so advanced. (b) The Parfnership shall not �e obligated to pay, salaries and fringe benefits of the officers and employees of the General Partner. 8.04. �ther Activities and Competition• Additional Investments by the Genera[ Partner and Affiliates. The Genera[ Partner shalf not be required to manage the Partnership as its sole and exciusive function. The General Partner, its affiliates and agents, officers, directors and em�loyees of the General Partner and affiliates may enter into transactians with fhe Partnership ar�d may engage in or possess ar�y interests in business ventures and may engage �n ofher activities of every kind and description independentiy or with athers in addition to those relating to the Partnership. The Limited Partners authorize, consent to and apprave of such present anci future activifies by such Persans, whether or not such activities may canflict with any interest of the Partnership or any of the Partners ar be competitive with the f�usiness of the Partnership or represent an opportunity that the Partnership rnight wish to engage in. Without in any way iimiting the foregoing, the General Partr�er shal( not �ave any obligation or respon- sibi{ity to disciose ar refer any such investrnents or ofher activities to the Partnership or any Partner. Neither the Partnership nor any Partner shall have any rig�t by virtue of this Agreement or the partnership relationship creat�d hereby �n or to other ventures or activities of the Generai Partner or its affiliates or to the income or proceeds derived therefrom. Without limiting th� foregoing, the General Partner ar its affiliates s�ecificall� contem�late that they wi!( enter into the following transactians, which may from time ta time be the sub4ect oi separ�te agree!-nents with the Partnershi�: �4 (a} The General Partner will receive the Management Fees, the Devel- oper Fees, the Disposition Fees and the Mortgage Loan Placement Fees provided hereunder. (b) The Partnership wil! pay directly or reimburse the Genera( Partner and its affiliates for all costs and expenses incurred by them on behaif of the Partnership, including wifhout limitafion (i} travel and administrative charges, (ii) expenses incurred in connection with the acquisition of the Property, due diligence, the Partnershi}a's securities offering, artd the organization of#he Partners�ip. (c) The Partnership may contract with an affifiate of the General Part- ner to provide substantially ail construcfion and development services that we require in connection with fhe Projects. (d} The Generaf Partner or its affifiates may from time ta time enter into transactions with or provide goods or services to the Partnership in #he ordinary caurse of fhe conduct of the Partnership`s business, in each case at prices and on terms and conditions no less favorable than could be abtained fram an unrelated third party. E,�S. Tax Matters �artnzr. For purposes af the Code, the "Tax Matters Partner" shall be the General Partner as long as it remains a General Partner of the Partnership. The Tax Matters Partner is authorized to take such actions as are permitted by ti�e C�de ar�d shai[ kee� th� Limited Rartre« fuily info�ried o�any i�quiry, exami�a- tion or proceeding. 8.06. Section 754 Election. Any election to ac€just the basis of the assets of the Partnershi� under Section 754 of the Code shall be made by the General Partner in its sole and abso(ute discretion. ARTICLE 9 7RANSFERS OF INTERESTS BY PARTNERS 9.01. General. No Partner may sefl, assign, pledge, or in any manner dispose of, or create, or suffer th� creation of, a security interest in or any encumbrance on (collectively, a "Transfer") alf or a portion of its Interest in the Partnership only in accordance with this Article 9. 9.02. Ric�ht of �irst Refiusal. Any Limited Partner (the "Offeror") who wishas to Transfer one ar more Units (the "Offered Units") fa any person may do so only with the cansent of the Ger�eraI Partner ancf in accordance with the foi4owing procedures: {i) The 4fferor shall obtain from the third party purchaser a bo- na fide written offer (the "Offer"} to purc�rase the Offered Units which shall de- scribe in adequafie cfetai( the purchase p�ice ar considerafian and other terms and conditians offered 4�y, and the identity of, the bana fide pras�ective third party purchaser fo whom ti�e Offercr is consiciering transferring �he Offered Units, 15 which notice shali include a camp(ete copy of fhe written ofPer af such #hird party purchaser. The Offeror shall deliver to the General Partner written notice (the "Offer Notice"} of fhe proposed transfer of ifs Offered Units, together with a copy of the Offer. (ii} The General Partner shalf have the right and option for a pe- riod of sixty (60} days following receipt af tY�e Offer Natice, ta purchase afl of the Offered Units on the sarne terms and conditions as those in the Offer Natice. The clos�r�g of the General Partner 's purchase af the 4ffered Units shall take place at the p�incipal affice of the Company on such business day that is at least thirty {30) days but not more than sixty (60) days following expiration of the op- tion period, or at such time as mutually agreed by the purchaser and the Offerar. The Generaf Partner shall deEiver the purchase price af clasing in the following manner: (a) in cash or other immediately available funds far the entire purchase price, or (b) by the delivery af 10% ofi fhe purchase price in cash or other imme- diatefy availab[e funds at closing anc( the delivery of a promissory note for the remainder af the purchase price, whicn pramissory note shafl k�e payable wifhin five (5) years and sha(( provide for five (5) equal annual payments of principal and interest commencing on the first anniversary after the closing and shall ac- crue interest #rom fhe day of closing, compounded annually, at the prirne rate in effect on the day of the closing as announced The Wall Street Journal. The prornissory note shall further �ravide t�at fhe purchaser shal( have the right at any time to prepay without penalty the principal amount due thereon, in who[e or in part, with interest to the date of prepayment. 9.03. Effect of the General Partner Givinq its Consent. If the General Part- ner's consent to a Transfer is obtainecl, the Transfer by a Partner shal[ become effective on the first day ofi the calendar month immediately succeeding the month in which fhe Parfnership has received a transfer fee sufficient to cover a(1 expenses of the Partnership connected with such transfer. Any transfer or pur{�orted transfer of an Interest in the Partnership not made in accordance with this Agreement shall be n��ll and vaid and of no force or effect whatsoever. AR71CL� 10 llViTHDRAVtIAL QF PAR f NERS; DlSSOLUTIOi�! UF PlaRTIV�F2SHIP; LIQUIDATION AND DIS7REBUTION OF ASSETS 10.01. Withdrawal af Partners. Nothing contained in th�s Agreement shali be construed to grant any Partrter a right af withdrawal, and no Partner may withdraw from the Partnership wiihout the consent af the General Partner. Any Partner retiring or withdrawir�g in contraventian ofi this Section 10.1 shal[ indernnify, defend and hold harmless the Partnership and all other P�rtners from and against any losses, expenses, judgments, fit�es, sett€ements or damages suffered ar incurred by the Partnership or an,� other Partner arising out of or resulf�ng fram s�ch retirement ar withdrawal. No transfer �E of all or a partion of a Partner`s Interest in accordance wifh Article IX sha{1 constitute a retirement or withdrawal within the rr�eaning af this Sec#ion 10.1. 10<f�2. Dissolution of Partnership. (a} The Partnership shalf be dissoived, wound up and terminated as provided herein upon the occurrence of any of the follawing: (i} the decision of the General Partner, in its sole discretion; (�i) the occurrence of an event of withdrawaf of a Genera[ Partner as defined in the Act, unless (x) at the time there is at (east one other Genera! Partner and the remaining General Partner carries on the business of the Partnership or (y} if there is not at least one other General Partner, Limited Partners holding a majority of the Per- centage lnterests owned by a![ of the Limited Partners agree in writ- ing wifhin the time pravideci by law to continue the business of the Partnership and to the appointment of one ar more Generaf Part- ners; or (iii) the entry of a decree of judicial dissolution under the Act. (b) in tt�e even�af fhe Pa�tnership's dissolution for any reasan, the Gen- era[ Partner remaining in the Partnership, or, if there is not any General Partner remain- ing, then a liquidating agent appointed by tne Limited Partners {the General Partner or such person so designated hereinafter referred to as the "Liquidator"), shafl begin to wind up the Partnership's affairs and fo liquidate the Partnership`s asseis. The Partners shall continue to share all incorne, losses and distributions during the period of liquidation in accordance with Articles EV and V. The Liquidator shal( have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership property pursuant to such (iquidafion, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (c} The Liquidator shall have a11 of the rights and powers wifh respect to the assets and liabilities of the Partnership in conr�ection with the liquidation and termina- tion of the Partnership that the General Partner would have with respect to the assets and liabilities of the Partnership during the term af the Partnership, and the L.iquidator is hereby expressfy authorized and empowerec! to execute any and all documents neces- sary or desirable to effectuate the liqui�ation and termination of fhe Partnership a�d fhe transfer of any assets. (d} Notwithstanding t�e foregoing, a Liquidator which is not a Generai Partner sha(! not be deemed a Partner in this Partnership and sf�alf not have any of �he economic interests in the Partnership of a Pariner; and s�ch Liquidator si�a(( be campen- sated for its serv�ces to the Partnership at normal, custamar�r and compefitive rates far its services fo the Partnership as reasonab(y determir�ed by the Limited Partners. 17 10.03. Distribution in Lic�uidation. The �iquidator sfi�al(, as saon as practicable, wind up fhe affairs of fhe Partnership and sel! and/or distribute the assets of the Partner- ship. The assets of the Partnership shalf be applied in the following order of priority: (a} First, to credifors of the Parfnership, in the orcier af priority provided by law. (b) Second, to establish reserves reasonabiy adec{uate to meet any and aff contingent or unfioreseen liabilities or obligations of the Partnership, provided that at the expiratian of such period of time as fhe Liquidator rnay deem advtsable, the balance of such reserves remaining after the payment of such contingencies or liabilities sha11 be distri�uted as hereinafter provided. (e} Third, to the Partners in accordance with Section 5.03. 10.04. Riqhts of the L.imited Par#ners. Each of the Limited Partners shafl IooEc solely to the assets of the Partnership for alf distributions with respect to the Partnership and such Partner's share of profits or losses thereof, and shall have no recourse therefor (upon dissofution or otherwise) against the General Partner or any other Limited Partner. No Par�ner shall have any rigl�t to demand or receive property o#her than cash upon dissoiution and termination of the PartnersY�ip. 't�.�5. D�foci� ;;e�torati��. Notwithstar,�ir.g �ny �t"�; provision of t"is Agrae- ment to the contrary, upon liquidation of a Partner's lnterest (whether or not in connection with a liquidation of the Partnership), no Partner shall have any liability to restore any defcit in its Capital Account. !n ac[dition, no afifocation to any Par�ner of any ioss, whether attributable to depreciation or otherwise, shaf( create any asset of or obfigation to the Parfnership, even if such al{ocation reduces a Partner's Capital Account or creates o� increases a deficit in such Partner's Capital Account; it is also the intent of the Partners that no Partner shall be ob(igated to pay any such amount to ar far the acco�nt of the Parfnership or any creditor of the ParEnership. The ab(igations of the Parfners to make contributions pursuant ta Artic[e I(i are far the exclusive benefit of the Partnership and not of any creditor of the Par�nership; no such creditor is intended as a third-par�y beneficiary of ti�is Agreemenf nor shall any such creditor have any rights hereunder, incfuding, but without limitafion, the right to enforce any capital contribution obligafion of the Partners. 'i0.06. Termination. The Partnership shall terminate when all pr�perty owned by the Parfnership sha(I have been dispased af and the assets shal( have been distributec[ as �rovided in Section 10.�3. The Liquidator shaA then execute and cause to be filed a Certificate of Dissolution of the Partnership. ART[CLE 11 AM�NDMEhJT �3F PARTNERSHIP AGREEItlIE�lT AP�D PaWER OF ATT4RNEY 11.0'f. Apprav�! of Amendments. Amendments to this Agreement w�ich do not adverse[y afrect the right ofi the Limited Partners in any material r2spect may be made by 'f 8 tf�e General Partner withauf the consent of the Limited Partners if those amendments are (i) of an inconsequential nature (as determined in good faith by the General Parfner), {ii} necessary to maintair� the Par�nership's status as a partnership under the Code, {iii) necessary to presetve fhe validity of any and aIi allocations of Partnership income, gain, loss or deduction }�ursuant to #he Code, or (iv) contempiated by fhis Agreement. Amendments to ti�is Agreement other than those described in the foregoing sentence may be mac[e anly if embodied in an instrum�nt sign�d by the General Partner and l.imited Partners holding a majority of fhe Percentage Interests owned by a!I of the �imited Partners. Any such supplemental or amendatory agreement shail be adhered to and have the same effect from and after its effective date as if the same had originafly been embfldied in, and formed a part of, this Agreement. The Genera( Partner shal( give written natice to all Partners promptiy after any amendment has �ecome effective. Any amendment to this Agreement must be in writing. 11.02. Amendment of Certificate. In fihe event this Agreement shafl be amend- ed pursuant to Section 11.OT, the General Par�net' shall amend the Certificate to reflect that change if it deems the amendment of the Certifcate to be necessary or appropriate. 1'i.03. Power of Aftarnev. Each Limited Partner hereby irravocably constitutes and appoints the �eneraf Partner (and the Liquidator) as its true and lawful attorney-in- fact, with full power of substitution, in its name, pface and stead to make, execute, sign, acknowledge, record and file, on f�eha(f of it and on behalf of the Partnership, the �oliowing: (a) The Certifcate and any ather certificates or instruments which may be required ta �e fi(ed by the Partnership or any of the Partners under the laws of the Commonweafth o# Pennsylvania and any Qther jurisdiction whose laws may be applica- ble; (b} A certif€cate of dissoEution of the Partnership and such ott�er instru- ments as may be deemed necessary or desieable by the holder of such power upan the termination of the Partnership; and (c) Any and all amendmenis af the instruments described in paraqraphs (a} and (b} hereof, provided such amendments are either required by iaw to be filed or have been authorized by the Limited Partners. The foregaing grant of authority: (i) shall survive the delivery of an assignment by a Limited Partner of fhe whole or any portior� of its lnterest and any assignee of such Limited Pa�tner does hereby canstitute a�d appoint the afaresaid holders its attorney ir the same manner and force and far the same purposes as does the assignor; 19 (ii} is a special power of attorney caupled with an interest, is irrevocable and shall survive the death or incapacity of the Limited Partner granting the power; and (iii) may be exercised by the holder on behalf af a Limifed Partner by a facsimile signature or by listing a(( of the Limited Partners execufing any insfrument with a singie signature as attorney-in-fact for alI of t�em. ARTICLE 12 MISCELLANEOUS 12.01. Notices. All notices and demands required ar permitted under this Agreement shafl be in writing and sha[I be deerned to have been du[y given when delivered in person or by registered or certified mail to the addresses of the Partners as shown from time to time on the records of the Partnership, received if personally defiv- ered; when transmitted if transmitted by email, fax or similar efectronic transmission method; the c(ay after it is sent, if sent by recognized expedited delivery service; and five days af�er it is sent, if mailet�, first class mai(, postage prepa�d. Any Partner may specify a different address by r�otifying the Genera{ Partner in writing of that different address. 12.02. Entire Aqreement. This Agreement constitutes the entire agreement among the parti�s. ft supersedes arty prior agreement or understandings among them, and may be modifrecE or amended only in writing as set forth herein. 12.03. Governinq Law. This Agreement and the rights of the parties hereunder shali be governed by anc( interpreted in accordance with the iaw af the Commonwea(th of Pennsylvania. 42.04. Effect. Except as herein atherwise specifically �rovided, this Agreement shal( be binding upon and inure to the benefit of the parties and their (egal representa- tives, successors and assigns. 12.05. Pranouns and Number. Wherever it appears appropriate frorn the con- text, each term sfated in either the singu{ar or the plural shafl include the singufar and the plura(, and pranouns stated in either the masculine, feminine or neuter shall incfucfe the masculine, feminine and neuter. 12.06. Captions. Captions con'tained in th'ss Agreement are inserted only as a rtiaiter of convenience and in no way define, (imit or extend the scnpe or intent of this Agreement or any �ravision hereof. 12.07. P"artia! �nforceabi[itv. If any provision of this Agreement, or the applica- tion of that pravision to any Person or circumstance, shall be held invalid, fhe remainder of this Agreement, or the application of fhat provision to persans or circumstances other ihan those to which it is held invalid, shai[ not be affected thereby. 2Q 12.08. CaunterparEs. This Agreement may be executecf in several counterparts, each of which shall be deamed an origina( but a!f of w�ich shali constitute one and the same instrument. In addition, fhis Agreement may contain more than ane counterpart of the signature page and fhis Agreement may be executed by the affixing of the signatures of each of the Partners ta ane of such counterpart signature pages. All of those counter- part signature pages shal[ be reac� as though one, and they shall have the same force and effect as though al( of the signers had signed a s[ngle signature page. A facsimile copy of this Agreement and any signatures hereon shall be considered for all purposes as an original, and the parties agree to deliver counterparts of this Agreement contain- ing original signatures as soon as possible. 12.09. Fiduciarv Duties of General Partner. The Genera( Partner sha[l be un- der a fiduciary duty to conduct the affa[rs of the Parfnershi� in the best interests af fhe Partnership and the ficiuciary duties of loyalty and care imposed upon general partners under tne Act. Nothing contained in this Agreement shall be construed or otherwise deemed to negate, release or minimize fhe fiduciary duties and responsibilities of the General Partner as provided under applicable [aw. [S[GNATURES ON FOLLOW(NG PAGEj 2� IN WITNESS WHEREOF, the ur�dersigned have executed this Agreement as of fhe date first written above. GENERALPARTNER: The Urban Storage Fund Manager, LLC By: _._ '`�: � , Manager iNITlAL �.IMITED PARTNER: The Urban Storage Fund Manager, LLC By: r �`•. -_. �- , Manager Z:hvordlUrban�Docs�timited partnership agr—initial.dacx 22 ANNEX A TO L.tMiT�D PARTNERSH(P AGREEMENT Names, Addresses, and Capi�a( Contributions af Partners Name and Address : � w Com"mitm�nt - „ �. Number�and ' r` ' � ,��r' , � � � t� ��.Class of Units F {'{ `. f`ii 1 r4 Ch� y � h =v�7 }i c 2 �'t`u _ 5..r�}^ f?,. h.�,�,.r�..:� .t '="'' ;Y.�, ,. ,..�, The`ilrban Storage_Fund �.- � `{ �2 500,r s�r 4;..x 250,CIass 8 � - .� : .r.. r� .# v 5 ' Manager LLC' .� r ,rw �<Yt � �s '� �. 4�� z �x � . i - � a '� `Q.. >r. „tt .I s l,,,�,.�. i � 2�2'f Oid Gafesburg Road, a`� ,t , s �3' � ; �'�Suite}200 ' � Y ; v t v -'y i } r 2; -. -1y° . 5 .. }. ,L,� � a gr r y�.�i:. s'r `+ } St�fe�Colle"�,PQ.:1�6803 .,_' ,' � ,_- �_ ...,�:� ,�4..��::.. ',. � a w � ..: � , ' , . ..;::. .--_,^�. �.., .: .:.::: .. _.y., ., .' : s:� . _:. �.:. 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''.s .:t; ,...r �' : _�, '� ' rT Class A. } { . � ..,. w `.��_:� , ClassjA`, �� `iy ' _ {��'`�>`�'` ClassrA � ..K-: � 1 � � "''`3Y�`'iCl'd$$�p1 „ . :_:<. , �..: ):,.. . � ,..,, . — < �_, . , ,. ... , . � ..,., c. . _ s SS"l4 h . i. , .. ,.. � ,. : _ : ; :._. ...�.. 4 G�a f, ; ; r � .;; ._ , . _ ;: a - � Class A _ 't ;�:•; , h>* .:� .Glass��._. , _ - ` '��.r _ Cfass,A, ' , ,` ' _ � , ; , :. ; _, ... k_.,.::,. . ..:,.: ,,. .. _.� < <Class A. ,. ,. .: �.":" � . . %. . �;:.. .. a'ssA,;..�'a }; ei '.,, .' `_: �..� ._" t. y � _ .;_ ., -y. - -•-� _... :€: fass A. . : ., . - . .; ,; - ,„. �:, . . _: .�.. . :- Cta`ss A =: , . . .....: ._. < • . • ,: - -: .. -, . . .. ... _a .'... . .__. .._.. _ �;-� � _ Ciass A - , . s :.: .. �...'.. .. ..:':. . . ..f... ';�. ..,x: — _ ,: .., . '::- ,Giass A ;� - Glsss A, 23 � � o 0 o q � a ,o 0 0 0 � w �- � �..-�r., � � � o o Q � � E o 0 0 __. � � a � � CO c ' � CD N _-• �'- W :,� � 74 � p LL �� U � �� v � �,- �o v U � v v N � M.ca-� N p O D O CV fn — J l� � ti} N � C R � � n � � N d 0 O � � O � o � � O a � � o 0 0 a, - � � iri ui ui > > o 0 0 v � o 0 0 � o 0 0 � N N C � � � � O � °- o (> v O .�c O � � N O O O 0 O O O U O O O O O O � O O O O � O O O .- N (V � � O N �'3 ��.,. N 1� . . d � � � � m �}"'d (n S n� W w W �q .�,." �r �' „�.,� � O N (�I'� f-..- (n . � � � '7..J �� N LFt1 � � � ��}� � � � 1� � "'.� � Q �G o � r� � 'J Uy cn Q o �F � } W � q in -� � � � O Q � ;v: � �3 m z a a� °-�, L!� Q '� �c sz � ��, W �. � � � � � � � z q w O G G�;""'^� �.! Q � CY j �,., 'i��,a �1 c C� � (!3 s � ��.^��,, 1 s,� ° w <n � s a �..,,_.;� � � '� � h JQ p '2 c� � v� J C7 Q �_ ",`.�t � r:�' Ca� i 'r ;- AGREEMENT �� LIMITED PARTNERSHlP ' o� VILLAGE AT CANTERBURY, LP THtS AGREEMENT O� �IMITED PARTNERSHlP of VILLAGE AT CANTERBURY, LP (the "Partnership"), dated as of the day of December, 2011, arnong The Village Manager, LLC, a Pennsyivania lirnited Iiabifity company, as general partner {singularly, coffectively and together with any subsequently admitted general partners, the "Genera! Partner"), and the Persons whose names are subscribed hereta, as limited partners (tagether with any subsequently admitted limited par�ners, the "Limited Partners"}. I RECITALS WHEREAS, the par�ies hereto desire ta form a )imited partnership pursuant to the partne�ship law of the Commonwealth of Pennsylvania to acquire certain reai property in Centre County, PennsyEvania for the development of a residential cammunity; and WHEREAS, certain capitalized terms used herein are defined in Article II hereof. NOW, THEREFORE, in consideration of the premises and covenants contained herein, the pat�ies agree as fo1{ows: ARTlCLE 1 FORMATION OF PARTNERSHIP 1.01. Formation. The Generai Partner, for itself and as agent for the Limited Partners, has filed the Certificate of Limited Partnership of the Partnership (the "Certificate"), and a!I other apprapriate certifcates and documents, and shall accom- , plish a4i filing, recording, publishing and other acts necessary or appropriate for compliance with all the requirements for the formation of the Partnership as a limited par�nership under the Pennsylvania Revised Uniform Limited Partnership Act (the "Act") and under alf other laws of the Commanweaith of Pennsylvania or such other jurisdic- tions in which the General Par�ner determines that the Partnership may conduct business. The Limited Partners shall promptly execute ali relevant certifcates and other documents as the General Partner shall request. The rights and duties of the Partners shall be as provided in the Act except as modified by this Agreement. 1.f�2. Name. The name of the Partnership is VILLAGE AT CANTERBURY, LP. 1.03. Location of Princpa! Piace of Business. The location of the pr�ncipa( place of business of the Par�nership is 2121 t�fd Gatesburg Road, Suite 20Q, State Callege, Pennsyl�ania 16803, ar such ather location as may be determined. The General �artner may change tne iocation of the principal piace of business af t(�e Partnership. fn addition, the Partnership may maintain such other offices as the Generai Partner may deem advisable at any ather pface or places within or outside the United States. 1.t?4. Name and Busirtess Address af Generai Partner. The name and busi- ness address of the General Partner is: ` The Viltage Manager, LLC 2121 (�td Gatesburg Road Suite 200 Sta#e Cotlege, Pennsylvania '56803 or such other piace as may from #ime to time be determined by the Generai Partner. ' 1.p5. Purpose. The Partnership's purpose shakl be to acquire, own, devebp a residential community on, maintain, aperate and sel! certain real property in Centre �ounty, Pennsylvania; to make direci invesiments or fiorm par�nerships, corpo�a�iar�s or other entities to effect such purposes; and to engage in any and alk activities related or �nci�ental �o t�a fo�eg�i�� and �� do a91 thi��s ��ecessary o� conv�n��nt for th� ac�em= plishment thereof. ARTfCLE 2 DEFtNiTIONS "Act" means the Pennsylvania Revised Uniforrn Limited Partnership Act, as amended from tirne ta time; or any successor statute. "Adiusted Capital" means, as af any day, a Partner's Capital Cantribution reduced by the amount of cash and the fair market value (as determined by the General Partner} of any Partnership properry distributed to such Partner pursuant to Section 5.02(b). "Aqreement" means this Agreement af Limited Partnership, as amended, modified or supplemented from time to time. "Cap[ta! Account" means, with respect to each Partner, the account established and maintained for the Partner on the boaks of the Partnership in comp�iance with the applicable Treasury Regulatians under Section 704 af the Code, as amended. Subject to the preceding sentenee, each Partner's Capital Accaunt will initiaily equal the cash or properfy (valued as determined by the General Partner and including fargiveness af debt) cantributed by such Partner ta the Partnership, and throughout th� term of the Partner- ship wi[( be (i) increased by the amount af (A) income and gains allocated to such Parfner pursuant ta Articie 4, and (B) any cash, property or services (valued as det�rmined by the Generaf Partner) subsequently contnbuted by such Partner fo the Partnership, and (ii) decreased 'oy �he amount of (A} losses ar�d deductians al(acated to such Par�ner 2 pursuant to Articie 4, and (B} the amount of distributians in cash and the value (as determined by the General Partner} af distributians af property (net of liabi(ities secured by the properfy that the Partner is cons�dered ta assume or take subject to) distributed to such Partner, "Capifal Contribution" means the amaunt of cash ar the value (as determined by the General Partner) of praperty (net of liabifities secured by the property that the Partnership is cansidered to assume or take subject to) cantributed or deemed to be contribute� to the Partnership by a Partner pursuant to Sections 3.0'f and 3.02. "Capita� Transaction" means any�ransaction, whether or not in the ordinary course ' af business, which results in the Partnership's receipt of cash ar other consideratian other than Capital Contributions, including, withaut limitation, proceeds of sales or exchanges or other dispositions of property, financings, refinancings, condemnations, recoveries of damages, awards and insurance proceeds. "Capital Transaction Receipts" means (a) the proceeds received by tne Partner- ship from a Capital Transaction, reduced by (b) the sum af (i} all expenditures made by the Partnership in connection with sucF� Capita! Transaction, (ii} expe�diiu�es io� afl Partnership {oan obligations or liabil��ies (including Partner laans) and (iii) such reserves in - the reasonab{e discretion of the General Partner as are necessary to satisfy any other : appropriate disbursements from such proceeds that are expected. _ "Cer�ificate" has the meaning set farth in Section 1.01. "Class A Units" means those Interests in the Par#nership issued to Lirrtited Partners and having the rights set forth herein. "Class B Units" means those Interests in the Partnership issued to the General Partner and having the rights set forth herein. "Code" rneans the Internal Revenue Code of 1986, as amended from time ta time ' (or any succeed'sng Iaw). "General Partne�" has the meaning set forth in the forepart of this Agreement. "Interest," when used in reference to an interest in the Partnership, means the entire awnership interest of a Partner in the Partnership at any particular time, and inciudes alf rights assaciafed with Class A Units andlor Ciass B Units, as appropriate. "LimEted Partner" has the meaning set farth in the forepart of this Agreement. "Liquidator" has the meaning set fa�th in Section 10,Q2f.b} hereaf. "Mana�ement Fee" shal( have the meaning set for�h in Section 3.05. 3 "Net Cash Receipts" means the gross cash proceeds from the aperation of the Partnership's business exclusive of Capital Transactipn Receipts, less (i} the portion thereof used to pay Par�nership expenses, debt payments (whether mandatary or voluntary} and capital expenditures, and (ii) such amount as the General Par�ner determines is needed as reserves far maintaining or expanding the Partnership in a saund financial �nd cash position, inc(uding the establishment of reserves reasonabiy required in the judgment af the General Pa�tner for the proper operation or conternplated expansion of the Partnership. �, �� „ Net Income and Net Loss, respectively, mean the income or loss of the Partnership as determined in accordance with the method of accounting followed by the - Partnership for �ederal income tax purposes, (hCIUdlIl9, for a!I purposes, any incame exempt from tax and any expenditures of the Pa�tnership which are described in Section 705(a}(2)(B) of the Code; provicied, however, that if any property is carried ort the books of th� Partnership at a value that differs from that property's adjusted basis for tax purposes, gain, lass, depreciation and amortization with respect ta such property shaii be computed with reference to the book basis of such property, cansistentfy with the requirements of applicabie Treasury Regulatians under Section 7u4 0�the �ode. "Partners" means the Genera} Partner and alf Limited Partners, coflectively, where no distinction is required by the context in which the term is used. "Pa�tnership" means the limited pa�nership formed pursuant to this Agreement under the name "VILLAGE AT CANTERBURY, LP." "Percentac�e lnterast" means a percentage totaling 100% in the aggregate, c�mpiised �i �.5% �ar each C{ass� �nit, a�u any �'erc�rtage lrterest fhat ;� �n�6fo�ate� to the Glass A Units shall be a!{ocated to the Class B Units rn the aggregate. "Person" means any individual, partnership, carporation, trust or other�ntity. "Preferred Return" means for any year an amount (which amaunt shall be cumulative but sha{i not compound) equa4 to (a} the weighted average Adjusted Capital of a4f o#the Class A Units during such year, muftiplied by (b) 6°l0. 'TreasuN Req�€iatians" means regulations promulgated by the Department of the Treasury under the Cade. ARTICLE 3 CAPITAL CC7PdTR{E3UT1C?NS 3.01. Gapitat Gontribu�[ons. The General Par�ner shaEl contribute to the capi- tal of the ParEnership the assets set farth appasite �ts name in Annex A hereta, and in exchange shall receive 1�Q Cfass B Units in the Partnership, whicf� shall represent its 4 interest as General Partner, Each Limited Partner sha(f contribute $150,OOQ cash to the capital of the Parfnership in exchange for each Class A Unit in the Partnership purchased by such Limited Partner. 3.02. AdditianaE Capital Contributions. Any Partner may rnake additional Capital Contributions at any time with the consent of the General Partner and upon such terms as the Generai Partner rnay approve. 3.03. (nterest on Capital Contributions. No Partner shall be entitled to inter- � est on or with respect ta any Capital Contribution. 3.04. Withdrawai and Return of Capital Contributions. No Partner sha[I be entitied to withdraw any part of that Partner`s Capital Contribut�on or to receive any , distributions from the Partnership, except as expressiy provided in this Agreement. 3.05. Manaqement Fee, The Partnership shail pay to the General Partner in ar- reaEs, commencing on January 31, 2012, an� +here�fter �^ the �ast day of each mcnth , unti! the final distribution of the Partnership's assets, a monthly fee (the "Management Fee") �s com�enGation for managir?g the affairs of the Par�nership. The amaunt af the Management �ee for each month beginning January 1, 2a12 will be equa[ to 0.167% af the aggregate capital accaunt baiances of the Limited Partners as of the beginning of such cafendar month. in addition, ihe General Partner, i� i�s �a{e discretion, may agree to pay an additional Management Fee at an annual rate ofi 0.5% af the weighted average aggregate capital account bafances af the Limited Partners to Rabert E. Poa4e. 3.06. Authorized lnterests. The General Partner is expressly authorized at any time, and from time to time, without further action by fhe Partners, to provide fior the , issuance of additional lnterests in the Par�nership, including withaut limitation Class A Units, Class B Units, and units of such additional classes, with or without voting power, and with such other designations, preferences and participating, optional or other speciaE ; rights, and qualifcations, limitations or resfrictions thereof, as shall be determined by the General f'artner, incfuding without iimitation such rights to receive cash distributians and allocatians of tax attributes as the General Partner may deem apprapriate. ARTICLE 4 ALL(�CATt�Id OF tNCC3ME AhlD LOSSES 4.01. Alloca�ior� of Net tncome. Subject to Sections 4.03 and 4.04, the Part- nership's Net lncame for eaeE� fiscal year shalf be allacated to the Partners as foliows: (a) First, to ti�e Partners until the c�mulative Net (ncome allocated pur- suant to this Sectic�n 4.Q1(a) is equal ta the cumulative Net Loss allocated to the Partn�rs pursuant to S�ctian 4.02 for all prior periads, such Net Income t� be ailocaf�d amc�n� the Partners in pro�ortion to the excess of Ne� Lass allocated previousiy to a 5 Partner aver the Net Encome previously allocated to such Partner pursuant to this Section 4.01(a); (b} Second, to the Limited Partners pra rata in accordance with their re- spective numbers of Cfass A Units until the cumulative Net Income allocated pursuant to this Section 4.01(b} is equaf to the cumulative amount of any Preferred Return distribu- tions made to the Limited Partners for the current periad and ali prior periods; � (c) The balance, if any, 60% ta the Limited Par�ners pro rata in accor- dance with their respective numbers of Cfass A Units, and 40% to the General Partner. 4.02. Ailocation of Net Loss. Subject to Sections 4.03 and 4.04, the Partner- ship's Net Loss for each fiscaf year shall be alfocated to the Partners as foflows: (a} To the extent Net Income has been allocated pursuant ta Section 4.01(c), Net Loss sha{I be allocated to the Partners in an amount equal to the excess, if any, of (1) th� ��.;mulativ� Net Inc�me �Ilccate� pur��ant to 54c};or 4.01rc fo; all �r;�r years over (2) the cumulative Net Loss aliocated pursuant to this Sectian 4.02(a} for afl prior years, sGch Net �oss to be a!located among the Partn�rs in proqortion to the excess , of Net income allocated previousiy to a Partner pursuant to Section 4.01(c) over the Net Loss previously alfocated to such Par�ner pursuan�to this Section 4.02(a); (b) Then, Net Loss shall be allocated to the Par�ners having positive ' Capitai Account balances, in proportion to their respective Capital Accaunt bafancss until each of their Capital Account balartces is reduced to zero; and (c) The balance, if any, shall be ailocated to the Partners in accordance with their respective Percentage €nterests. . 4.03. Reguiatory Provisions. (a} The General Partner shall modify the afiocations provided for in Sections 4.01 and 4.02 as it deems appropr'sate to carnply with the appiicab4e Treasury Reguiations under Cone Section 704. Without lirniting the generality of the foregoing, �he General Partner shall, prior to making any allocations required by Sections 4.01 ancf 4.02, make any ailocatians required by the "minimum gain chargeback" provision of the Treasury Regulations, the "chargeback of partner nanrecours� deht minir�tum gain" provision af the TEeasury Regu{ations and the "qualifed incorne offset" provision of the Treasury Reguiations; in adcfit[on, Partr�ership losses, deductions or expend'€tures described in Code Section 705{a)(2}(B} attributable to a particular partner nanrecourse fiabilify shall be albcated to the Partner fhat bears the economic risk of loss for the liahi(ity in accordance with the Treasury Regulatians. (b) The G�neral Parfner shall (imit aliocations af Net Lasses tp any Part- ner if such allocation would cause such Partner's Capital Accaun� balance, as increased for any deficit balance in its Capital Acc�unt ihe Partner is required to restore or is 6 deemed required to restore as a result of its share of the Partnership's minimum gain {within the meaning af the Treasury Regulations) and its share of partner nonrecourse debt minimum gain (within �he meaning of the Treasury Reguiations) and the adjustments referred to in Treasury Regulations Sections 1.704-1(b)(2}(ii)(d)(4), (5) and (6}, to be negative while any other Partner's Capita! Account balance is positive. The Genera! Par�ner may also make alfocations reasonably desigRe� to offset ailocations provided for in this Section 4.03 to the extent such a[4ocations shall nat be offset by ather allocations provided for in this Section 4.03. The General Par�ner may alter the Partnership's allacations of items entering into the computatian of Net Income and Net Losses in the year in which the Par�nership is liquidated to avoid any Par�ner recognizing gain or loss pursuant to Cade Section 731 on the liquidation of the Partnership. (c) Soiely for purposes of adjusting Capital Accounts (and not for tax purposes), if any property is distributed in kind (including property ar stock distributed in connection with the incorporation of the Partnership), the difference between the fair marlcet vaiue of the praperty and its book value at the time of distribution shall be treated as gain or loss recognized by the ParEnership and alfocated pursuant to Sections 4.�1 i and 4.02. ' (d) Except to the extent othennrise required by the Code and Treasury Regu}ations, if an lnterest or part thereof is transferred in any fiscal period, the items of income, gain, loss, deduction and credit allocable to the lnterest for such fiscal period shall be apportioned between the transferor and the transferee in proportion to the number of days in such fscal period the Interest is hefd by each of them, except that, if they agree between tnemsetves and so notify the General Partner within thirty (30) days a�ter the transfer, then at their option and expense, (i) all items ar (ii) extraor�inary items, including capital gains and losses, may be ai(acated to the Person who held the Interest C�'1 ��'1� rJgtn SI:C}? I+?f:?S�N?fA rpal�ze� �r �!��r�Pd �v the Partnership. 4.04. Allocations for [ncome Tax Purposes_. The income, gains, (osses, dedua tions an� credits of the Partnership for federal, state and local income tax purposes shafl be aflocated in the same manner as the correspanding items entering into the computa- tion of Net lncome and Net Losses were aliocated pursuant to Sections 4.02 and 4.03, provided that solefy far Federal, local and state incame and franchise tax purposes and not for boak or Capital Accaun� purposes, income, gain, loss and deduction with respect to property properly carried on the Par�nership`s booKs at a value other than its #ax basis shaN be allocated (i) in the case of property contributed in kind, in accordance with the requirements of Code Section 704(c) and such Regulations as may be promu4gated #hereunder from time to time, and (ii) in the case of other property, in accordance with the principles of Code Section 7�4(c) and the Treasury Regulations thereunder as incarpo� rated among the requirements of the relevant provisions of the Treasury Regulations under Code Section 704(b}. �.05. VS/ithholdin�. The Partnership shafl comply with withhalding requirements under Federal, state and loca! Iaw and shalf remif amaunts withheld ta and fi4e required forms with �he applicable jurisdictians. E o the extent th� �artnersf�ip is required io 7 withhold and pay over any amounts to any authority with respect to distributions or alfacations ta any Par�ner, th� amount withheid shail be treated as a distributian in the amount of the withholding to that Par�ner. in the event of any ciaimed over-wi�hho[ding, Par�ners shal! be limited to an action against the appiicab4e jurisdiction_ ff the amount withheld was not withheid from actual distributions, the Partnership may, at its option, {i) require the Partner ta re'tmburse the Partnership for such withhofding or {ii} reduce any subsequent distributions by the amount of such withhofcfing. Each Partner agrees to furnish the Partnership with any representations and forms as shall reasonably be requested by the Par�nership to assist it in determining the extent af, and in fulfilling, its withholding obligations. ARTiCLE 5 ' D1STR{BUTEONS 5.�9. Distributians. Net Cash Receipts, if any, shall be distributed at such times and in such manner as the General Partner may determine, in the foilowing order and priority: '. (a) To the Limited Partners pro rata in accordance with their respective numbers of Class A Units owned until the unpaid Preferred Retum of each Limited , Partner is reduced to zero. (b) The baiance, if any, 60% to the Limited Partners pro rata in accor- dance with their respective numbers of Class A Units, and 40°/fl to the General Partner. 5.02. Distr�butions from Capital T�ansaction. Capital Transaction Receipts, if any, sha1l be distributed at such times and in such manner as the General Par�ner rr�ay determine, in the fallowing order and priarity: {a) To the Limited Partners pro rata in accordance with their respec�ive numbers of CEass A Units owned until the unpaid Preferred Return af each Limited Partner is reduced to zero. (b} To the Limited Partners to the e�ctent af and in proportion to their Adjusted Capital attributable to the Partnership assets whose disposition gave rise to the Capita! Transaction Receipts (which distributions shall reduce the Adjusted Capital of such Limited Partners} until the Adjusted Capitai attributable ta the Partnership assets whose dispositian gave rise to the Capital Transaction Receipts is reduced to zera; and (c) The baiance, if any, 60% to the Limited Partners pro rata in accor- dance with their respective numbers of Class A Units, and 40% ta the General Partner. 5.03. Tax aistributian. Natwithstan�ing Section 5.01, the Par�nership shalf dur- ing each fisca€ year or r�a� later than 90 days following the end af such fiscal year make a 8 distribution ta each Partner (a "Tax Distribution"} from Net Cash Receip#s, if any, and fram Capital Transactian Receipts, if any, in an amount equal to the excess of such Partne�'s � Presumed Tax Liability for such fiscal year over t�e amount af actual dis�ributions made ' by the Partnership ta such Partner during such fiscaf year (other than amounts consi- dered Tax Distributians attributab(e to a prior year). Any amount distributed pursuant to this Section 5.03 will be deemed to be an advance distributian of amounts otherwise distributab[e to a Par�ner pursuant ta Sectian 5.01 and wiR reduce the amounts that would subsequently otherwise be distributab{e to such Partner pursuant to Section 5.01 �in the order such amaunts would otherwise have been distributabfe. "Presumed Tax Liability" for any Partner for a fiscal year shall mean an amount equal to the product of (i) the amount af taxable income or gain of the Par�nership (including in computing taxable income any items required to be separately stated under the Code) al{ocated to such Partner for that fiscal year, and (ii) the effective federal income tax rate(s) applicable to such income or gain during the fiscal year for computing ordinary income tax liabifities (that is, without reference to minimum taxes, altemative m[nimum taxes, or income tax surcharges) af a natural person in the highest bracket of taxable income. Amounts distributed pursuant to this Section 5.03 shall be made prior to any other distributions pursuant to Ar�icle 5. ARTICLE 6 BOOKS OF ACCOUNT 6.01. Books and Records. Proper and comp{ete records and books of ac- count shall be kept by the General f'ar�ner in accordance with the Act in which shal! be entered fully and accurateCy al{ transactions and ather matters relative to the Partner- ship's business as are usuaily entered into records and books of account maintained by Per�a�s e�gage� ii� b�sinesses Q� a ii�2 character, ir�luding a Ca�ifa! AccCLnt fOC each Partner. The Partnership books and records shall be kept on the method of accounting sefected by the General Partner; all methods of accounting; elections and the treatment of particuiar transactions shall be as consistent as possible with the methods of accounting, elections and treatments employed for Federal income tax purpases. The determinations of the Genera{ Par�ner with respect to the treatment of any item or its allacation far Federal, state or {acal tax purposas sha(f be binding upon all Partners so fong as that determination is nat inconsisten# with any express term af this Agreement. The books and records shail at all tirnes be maintained at the principal office of the Partnership and shail be open to the examination and inspection of the Partners or their duly author[zed representative fflr a praper purpose during reasonable business hours in accordance with the Ret. The Partnership shall maintain at its offiee and make available to the Limited Partners or any designated representative of the Limited Partners a iist of names and addresses ofi, and {nterests owned by, all Partners. 9 ARTICLE 7 POWERS, RIGHTS AND DUTIES OF THE Li�V11TED PARTNERS 7.t}1. Rights and Powers. Except as otherwise specifically provided herein, the Limited Partners shall have al! rights and powers of a limited partner under the Act. 7.Q2. Limitations. Except as otherwise specifically provided herein, the Limited Par�ners shall not vote or participate in the management or control af the Partnership's business, nor shall they transact any business for the Partnership, nor shall they have the power to act for or bind the Partnership, these powers being vested sofely and exclusiveEy in the General Partner. The Limited Partners shall have no interest in the properties or assets of the Partnership, or any equity therein, or in any proceeds of any sales thereof (which sales shall not be restricted in any respect except as sef forth in this Agreement} by virtue of acquiring or awning an Interest in the Par�nership. �.0�. �iaoili . Except as may be re�uired by ihe Ac�, the Limized Partners ; shail be liab{e for the repayment and discharge af debts and abligations of the Partner- s�ip �nfy io ihe exiei-�i �i a��unts or assets �o�tribut�d by the L�mited Partr,�r� pursuant to the provisions of Articie lll. The Limited Partners shafl not otherwise have any liabiEify whatsoever with respect to the debts and obligatiorts of the Pactnership and shall not be abfigated ta make additional contributions to the Partnership, except as : requ�red by Pennsylvania law. For purposes of this Section 7.03, the contribution of an asset shall not be deemed to be a warranty as to the value of the asset contributed irrespective of the value attributed by the Genera! Partner or the Parinership to the asse't contributed. ARTICLE 8 PQVYERS, REGHT� AND DUTIES C3F CENERAL RARTNER 8.0't. Authori . The General Partner has exclusive and compfete authority and discretion to manage the operations and affairs of the Partnership and to rnaKe all decisions regarding the business af the Partnership. Except as othe�wise specificalfy provided herein, any actiQn permitted or required to be taken by the General Partner pursuant to this Agreement shafl be taken by a majority in number of the Persons comprising the General Partner if there is then more than ane Generaf Partner. Any such action shall constitute the act of and serve to bind the Partnership, the Par�ners and their �espective successars, assigns and persanal representatives. Persons dealing with the Partnership are entftled ta rely conclusively on the power and autharity af the General Pa�ner as set forth in this Agreement. The Generaf Partner may not be removed. 8.Q2. Powers and Duties of GeneraE Partner. Except as otherwise specirically pravided herein, the General ;'artner shall have a!I rights and powers af genera! partners under the �et, and shaii have al! authority, rights and pa�rvers ir� the manage- 10 ment of the Par�nership business to do any and all other acts and things necessary, prop�r, canvenient or advisable to effectuate the purposes of this Agreement. Without limitation of the foregaing, the Genera! Partner may appoint one ar rnore investment advisers for the Partnership and one or more property managers of the Partnership's rea! praperty, any af which may also be a Genera! Partner. Any such investment adviser and proper[y manager may be given discretionary autharity in the management of the Partnership's partfolio. 8.03. Expenses of the Partnership. (a) The Partnership sha[I pay, artd the Generai Par�ner shall not be ob- ligated to pay, all expenses incurred by or on behalf of the Partnership other than those expenses payable by the General Partner pursuant to paragraph (b) below. AIV expenses payable by the Partnership shali be paid out of cash funds of the Par�nership determined by the Genera! Partner to be availabfe far such purpose, provided that the General Pa�tner may, in its discretion, advance funds to the Partrtership for the payment of these expenses and s�ail i�e ent�tled to the reirribursement �# any �u�ds �o advanced. (b) The Gene�a! Partner shafl pay, and the Partnership shall not be obli- � gated to pay, salaries and fringe benefits af the officers and employees of the General Parfner. 8.04. 4ther Activities and Competition; �4dditiona! investmen�,s bv fi.he GeneraE Partner and Affitiates. The General Partner shall not be required to manage the Partnership as its sole and exc{usive functian. The General Partner, its affiliates and agents, officers, directors and employees of the Genera( Partner and aff'iliates may enter into transactions with the Partnership and may engage in or possess any interests in business ventures and may engage in other activi�ies of every kinc4 and description independently or with others in addition to those refating to the Partnership. The Limited Partners authorize, consent to and approve afi such preseni and future activities by such Persons, whether or no# such activities may conflict with any interest o� the Partnership or any of the Partners or be cornpetitive with the business af the Partner- ship or represent an oppartunity that the Pa�nership might wish ta engage in. Without in any way limiting the foregoing, the Genera! Partner shall nat have any obfigation or responsibility to discfose or refer any such investments or other activities to the Partnership or any Partner. Neither the Partnership nor any Partner shail have any right by virtue of this Agreement or the partnership relatianship created hereby in or to other ventures ar activities of the General Partner ar its afFiliates ar to the income or proceeds derived therefrom. Without limiting the foregoing, the General Partner or its affiliates specificafly contemplate that they wiil enter into the following transac�ians, which may from time to time be the subject af separate agreements with the Partner- ship: 11 (a) The Generai Partner and Rober� E. Poofe, an affiliate of the Gener- a) Partner, will receive the Management Fees provided here�nder. (b) The Partnership will pay direct(y or reimburse the General Partner and its aff�liates for all costs and expenses incurred by them on behaif of the Partnarship, including without fimitation (i) travei and administrative charges, (ii} expenses incurred in , connection with the acquisition ofi the Properiy, due diligence, the Partnership's securities offering, and the organization af the Partnership. (c} The Partnership wil! enter into a contract with S&A Homes, knc., an affiliate o# the Genera! Partner, to provide substantialiy aEl canstruction and development services that tha Partnership requires in connection with its operatians. (d) The General Partner or its affiliates may from time to time enter into transactions with or provide goods or services to the Partnership in the ordinary caurse of the conduct of the Par�nership's business, in each case at prices and on terms and condificns no less iavorable ihan c�u�� e obtaine� from an anrel�ted t"ird �art�. �,95, T��c Nlatt�r� Partner. Far ourposes of the Code, the "Tax Matters Part- ner" shall be the General Partner as long as it remains a General Partner of the Partnership. The Tax Matters Partner is authorized to take such actions as are permitted by ��e Cade and shall keep the Limi�ed Part�ers fulEy informed of any inquir}r, examina- tion or proceeding. The Person so designated. 8.06. Section 754 Election. Any election to adjust the basis of the assets of the PartnersF�ip under Section 754 of the CQde shall be made by the Generai Partner in its sole and absolute discretion. ARTiCLE 9 TRANSFERS OF tNTERESTS BY PARTNERS 9.01. General. Alo Partner may seil, assign, pledge, or in any manner dispose of, or create, ar suffer the creation of, a security interest in or any encumbrance on (co(lectivefy, a "transfer") all or a partian of its Interest in the Partnership without �he express, written consent of the General Partner. If such consent is obtained, the Transfier by a Partner shall become effective ar� the first day of the calendar month immediately st�cceeding the month in which fhe Partnership has received a transfer fee sufficient to cover all expenses af the Partnership conr�ected with such transfer. Any transfer or purported transfer of an Interest in the Partnership nat made in accardance with this Agreement shall be nuf! and void and of no force or effect whatsoever. 12 ARTiCLE 'f 0 WiTHDRAWAL �F PAE2TNERS; DESSOLUTION O� PARTNERSHlP; LIQUIQATIClN AND DISTRiBUT10N OF ASSETS 14,01. Withdrawa! of Partners. Nathing contained in this Agreement shaif be construed to grant any Partner a right of with�rawal, and no Partner may withdraw fram the Partnership without the unanimous cansent af ali Partners. Any Partner retiring or ' withcirawing in contravention of this Section 10.1 shall indemn'sfy, defend and hold harmless the Partnership and all other Par�ners from and against any losses, expenses, judgments, #ines, settlements ar damages suffered or incurred by the Partnership or any other Partner arising out of or resulting from such retirement or withdrawal. No transfer of afl or a portion of a Partner's Interest in accordance with Article IX shaff constitute a retirement or withdrawal within the meaning of this Section 10.1. 10.02. Dissolution �f Partnership. {a} The �artnership shali be dissalved, wound up and terminated as provided herein upon the occurrence of any of the following: (i) the decisian of the General Partner, in its sole discretion; _ (ii) ihe occurrence of an event af withcirawa� of a General ParEner as ' defined in the Act, un{ess (x) at the time there is at least one ather General Partner and the remaining General Partner carries on the business of the Partnership or (y} if there is nat at least one other General Partner, all Partners agree in writing with[n the time pro- ' vided by law ta continue the business of the Par�nership and to the appointment of one or more Genera! Partners; or (iit) the entry af a decree of judicial dissolution under the Act. (b} 1n the event af the Partnership's dissolution for any reasan, the Gen- eral Partr�er remaining in the Partnership, or, if there is not any General Partner remain- ing, then a liquidating agent appointed by the Limited Par�ners (the Genaral Partner or such person so designated hereinafter referred ta as the "Liquidator"), shall begin to wind up the Partnership's affairs and to liquidate the Partnership's assets. The Partners shall continue to share ali income, fosses and distributions during the period of iiquidation in accordance with Articfes IV ar�d V. The Liquidatar shall have fuli right and unlimited discretion to determine the time, manner and terms of any sale or saies of ParEnership praperty p�rsuant to such {iquidation, giving due regard to the activify and conditian of the r�levant market and generaf financiaE and economic canditions. (c� The Liquidator shali have all af the rights and powers with respect to the assets and liabi{ities of the Par�nership in connection �vith the !iquidation and termina- tion af�he Partnership that the Generak Par�ner waufd ha�� with respect ta t4�e assets and liabilities of th� Par�nership d�ring the terrn Qf the Partnership, and the Liquidator is 13 ; hereby expressly authorized and ernpowerecf to execute any and al[ documents neces- sary ar desirable ta effectuate the fiquidation and termination of the Partnership and the transfer of any assets. (d) Nofirvithstanding the foregaing, a Liquidator which is not a Generai Partner shali not be deemed a Partner in this Partnership and shail not have any af the economic interests in the Partnership of a Partner; and such Liquidator shall be compen- sated far its services to the Par�nership at narmaf, customary and competitive rates for its services ta the Partnership as reasonably cietermined by the Limited Partners. '[0.03. Distribution in Liquidation. The Liquidator shall, as soon as practicabie, wind up the affairs af the Pa►tnership and sell and/or distribute the assets of the Partner- ship. The assets of the Partnership shall be applied in the following order of priority: (a) First, to creditors of the Partnership, in the order of priority provided by law. (b) Second, to establish reserves reasonably adequate to rneet any and all contir:gen± or unforesePn !i�bifit�es or �bligat�ans af the partnership, �rovid�d that at the expiration af such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafier provided. (c) Third, to the Partners in accardance with Section 5.02. 'l0.04. Riqhts o# the Limited Par�ners. Each of the Limited Par�ners shall look solely to the assefs of the Partnership for afi distributions with respec# to the Partnership and such Partner's share ofi profits or losses thereof, and shaiV have no recourse therefor (upon dissolutian or otherwise) against the General Partner or any other Limited Partner. Na Partner shall have any right #o demand or receive property other than cash upon dissolution and termination af the Partnership. 1 Q.05. Deficit Restoratian. Nofinrithstanding any other pravision of this Agree- ment to the contrary, upon Iiquidation of a Partner's Interest (whether or nat in connection with a liquidatian af the Partnership), no Partner shali have any liability to restore any . deficit in its Capital Account. In addition, na alfocation to any Partner of any ioss, rrvhether attributabie ta depreciation Qr othenrvise, sha4i create any asset of or obligation to the Partnership, even if SUG�I aliacation reduces a Partner`s Ca�ital Acc�unt or creates or increases a �eficit in such Partner's Capital Account; it is alsa the intent of the Partners that no Partner shali be obligated to �ay any such amaunt ta or for the account af the Partnership or any creditar of �he Partnership. The obligations of the Par�ners to mafce contributions pursuant to Article II1 are for the excEusive benefit of the Par�nership and not of any cred�tor of the Partnership; no s�ch creditar is intended as a third-party beneficiary of this Agreement nor shali any such creditor hav� any rights i�ereunder, inc[uding, but without limitatian, the right to enforce any ca�ital contribution obligation of the Partners. 14 14.06. Termination. The Partnership shall terminate when al[ property owned by the Partnership shall have been disposed of and the assets shali have been distributed as provided in Section 10.03. The Liquidatar shal) then execute and cause to be fifed a ; Certificate of Qissolution afi the Par�nership. ARTICLE 11 AMENDMENT OF PARTNERSHIP AGREEMENT AND POWER OF ATTORNEY 1'i.01. ARproval of Amendments. Amendments to this Agreement which do not adversely affect the right of the Limited Partners in any material respect may be made by the General Partner without the consent of the Limited Partners if those amendments are (i} of an inconsequential nature (as determined in good faith by the General Partner), (ii} necessary to maintain the Partnership's status as a partnership under the Code, (iii} necessary to preserve the validify of any and a!I aflocations of Par�nership income, gain, loss or deduction pursuant to the Code, or (iv) contemplated by this Agreement. Amendments to this Agreement ather than those described in the foregoing sentence may be made onfy if embodied in an instrument signed by the General �artner and Limited Partners hoiding a majority tn Interest of all of the Limited Partners. Any such - supp{emental or amendatory agreement shall be adhered to and have the same effect from ancf after its effective date as if the same had arigina4ly been embodied in, and - formed a part of, this Agreement_ The General Partner shall give written notice to all Partners promptly after any amendment has become effective. Any amendment to this Agreement must be in writing. 11.02. Amendment of Certificate. In the event this Agreement shall be : dmen�eu ��rsuant tc �ectior �1.�1, �"� G�n��ai �a�ne; �h�ll amend t�� C�rk;�icate to ' reflect that change if it deems the amendment of the Certificate to be necessary or appropriate. 11.03. Power of Attorney. Each Limited Partner hereby irrevocabiy canstitutes and appoints the General Par�ner (and the Liquic4ator) as its true and Eawfuf attorney-in- fact, with full power of substitution, in its name, place and stead to make, execute, sign, acknowledge, recard and fiie, on behalf of it and on behalf of the Partnership, the following: (a) The Certificate and any ather certificates ar instrurnents which may be required to be filed by the Partnership ar any of the Partners under the laws of the Commonweaith of Pennsyfvania and any other jurisdiction whose laws may be applicable; {b) A certificate of dissolution af the Partnership and such other instru- ments as may be deemed necessary or desirabie by the holder of such power upon the terminatian of tl�e Partnesship; and 1� (c} Any and all amendments of the instruments described in paraqraphs �a) and (b} hereof, provided such amendments are either required by law to be file� or have been authorized by the Limited Partners. The foregoing grant of authority: (i} sf�alf survive the delivery of an assignment by a Limited Partner af the whoie or any portion of i#s Interest and any assignee of such Limited Partner does hereby constitute and appaint the aforesaid hoiders its attorney in the same manner and farce and for the same purposes as does the assignor; (ii) is a special power of attomey coupied with an interest, is irrevocable and shafl survive the death or incapacity of the Limited Par�ner granting the power; and (iii) may be exercised by the holder on behaff of a Limited Partner by a fiacsimiie signature or by listing alE of the Limited Partners executing any ins#rument with a sing{e signature as attarney-in-fact far all of them. ARTICLE 12 MISCEL.LANEOUS 't 2.01. Notices. All notices and demands required or permitted under this Agreement shall be in writing and shall be deemed to fiave been duty given when delivered in person or by registered ar certified mail ta the addresses of the Partners as shown frarn time to time on the records of �he Partnership. Any Partner may specify a d�ffcrent address �y rtotif�yi��g thz �z;�eral Pahr,z� i„ J`JFf�ll'l� �f that �if�erent addre�s. 12.02. Entire Actreement. This Agreement constitutes the entire agreement among the parties. It supersedes any prior agreement or understandings among them, and may be modified ar arnended only in writing as set forth herein. 12.03. GoverninA Law. This Agreement and the rights of the parties hereunder sha(1 be governed by and interpreted in accordance with the law of the Commonweafth of Pennsylvania. 12.04. Effect. Except as herein otherwise specifca4fy provided, this Agreement sha{I be binding upan and inure to the benefit of the parties and their fegal representa- fives, successors and assigns. 12.05. Pronauns ar�d t�umber. Wherever it appears appropriate from the con- text, each term stated in eithe� the singular or the pluraf shall include the singui�r and the piura(, and pronouns stated in either the mascuiine, feminine nr neufer shafi ir�dude the masculine, feminine and neuter. 16 12.06. Captions. Captions contained in this Agreement are inse�ted only as a matter af convenience and in no way deftne, limit or extencf the scope or intent of this Agreement or any pravision hereaf. 12.07. Partial Enforceabifity. {f any provisian of this Agreemenf, or the applica- tion of that provisian to any Person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of that provision to persons or circumstances other than thase to which it is held invalid, shafl not be affected thereby. '!2.08. Counterparts. This Agreement may be executed in several counterparts, ; each of which s�all be deemed an originaf but afE of which shalf canstitute one and the same instrument. ln addition, this Agreement may cantain mare than one c�unterpart of the signature page and this Agreement may be execufed by the affixing af the signatures of eaeh of the Partners to one of such count�rpart signaturz pages. All of thase counter- part signature pages shall be read as though ane, and they shafl have the same force and effect as though aii of the signers had signed a singfe signature page. A facsimile copy of this Agreement and any signatures hereon shall be considered r"or aif purposes as an ariginal, and the parties agree to deliver counterparts of this Agreement contain- ing origi�al �ignatures as sao�� a� poss�bl�. 12.09. Fiduciarv Duties of General Partner. The General Partner shalf be un- der a fiduciary duty to conduct the afr'airs of the Par�nership in the best interests of �he Partnership and the fiduciary duties of {oyalfy and care imposed upon general partners under the Act. Nothing cantained in this Agreement shall be construed or otherwise deemed to negate, refease or minimize the fiduciary duties and responsibilities of the General Partner as provided under appl}cable law. [SEGNATURES ON FOLLOWING PAGE] 17 IN V1lETPVESS WHEREQ�, the undersigned have executed this Agreement as of the date first written above. GENERAL PARTNER: The Viflage Manager, LLC �' By: , Manager ENTITY LIMITED PARTNER: 11dQ[VIDUAL UiV[ITED PARTNER: (Signature) (Signature) (Print entity name) (Print name) � (Print title of signatory) Z:lwordiVlfage�docsUimited partnership agreemant.doc �� ,��t�v�x a �'t� LI�tI1TE� PART�ERSH[F AGREEMENT Names,Adclr�sse�,and �ap�ta! Contributions of Parl�ners _ _ .�.... .____._....� 'Name and<Address '- Ca�ifal Contribufiart ! IVumb�r an�i I ; Class�f Units � . 4 : The Viafag�lVlanager;V�LC __..___._�1,U0��-�--R-�--- �0o Giass S ; � , .. . _ __ ___ _�. .__. __-_____.__.._..___ _.__ : . .. ; Thomas J. E}!�s FZevncat�le �30a,400 � 2 Glass A ( 7rust � 408 `�i. N1ai�;St. : k --8oalsburc�W._PA_1�827 __.__ �.._ �_l-��._______ ___.__ : �� -oougias��eshot-_ _....�_�.__ s3oo,oao" � 2 cE�ss a� � Revocab(�Trust _ � 779-L�nde►i:`�-lall Rd: I L__.. B�a�lsburg; PR 46$27 ��. �_�_�, . . ___"'_"..__�___._ry__V..:.•-.-.' __ ± Gr�gc�ry M• Baiiey � �3QO,Q00 € �Ciass A i Revoeabl.��"rust ; ` ; 1945 OUt�r Dr. � , �tate_;Cotlec��,_PA 16801• l .-----------------•-- .• ; �dwtn J FZQgust�y � 5150,00{7 J 1 Class A ! Ravo�ab!e T�i�st: ; 145a Tarcey�n, ' � ' _ � , 8oalsburg,_PA '�G82� I Rob��R�i, 1";�I,s�e:��k� �i�-- --- �15�J,0�(�_:.-- -- _.._.�._1 C#a�A � i Revocaale Trust '. _ _ 4 ' 4{?7 Steeplechase G:t. " _ : Hariov�r, PA 17331 . �� _.�.._._ - � Rori�Ed Vti. �.ippe RevocabEe $300,000 � .� C�ass A Trust 881 Bullfiag Vatfey Rc�, i ` .H�immelst�r�n, PA 17035 �. Allen J. Weltmann $15�;000 � 1 Class A E Revocable Tr��st �. : 7304 Bre�tnc�n Ln, {. Ch�v�Ch�s�;M[� 21}815 � i � .____. _..._._.�.� ..____._ _................M._T_ ' Micfiael K. R�senthal � ' �300;00(} �;, 2 C(ass P. ; . ReUo�able Trust ; � , � ; 3�02 �riggs qr. ; Garnef�alle.� i'A 19:060 ; _}.^____� ; Eaten F�. &Gerajci J. Pappert E $150;0�0 � 1 Classk �:1'I Conlin Rd... ( . ; ; Pfyitic�ufh Me�ting, P�', + { � �__ 1 Q4�� .�____�__.` __..�...�_ ' ._..� i 1� j �ruce Mekilman___._.�-------.---�30t3;000 �� 2 Class AT � 66Z9 L.ynbraok.Ct. � � :s BethescJa, MD 2(3817 � ; .__ �.�_�.�._._.......��.�__._.__..__ ------_-----..._.__ ._.._.._.._.. ; CtirrstaphsrS. fVlCCf�ilan ��150j090 ; 1 Giass A ; RevUc�ble.Trust � ! 9'f 3 Ret�Eail Ln`, - � ' ; � al#ao�a PA, 't6�Q't ` : �Il"iktfarn A Tyndail.Sr. � ..�...�...��150,Q00 �� - - 1 Class A � Revoca�iie..Trust .: 4 123�rittarty Ln - � ' � Noliadaysburg :PA 'f66�8 -- ----�----�._._. _ ; - L;aVvrence B Kleln'; � �150,000 — �---1 Gfass A � Revocable 7'rust < ! ; P.O Box`711 _Lake#-iarFnonY4PR 1£ifi��4__i__..._ ._:.._. _._.,.......---- --- ._....___ ..............._____^ i .: 5te}iheCt v; Strohle'iri ' �15Q,�00 ( 1 Class A � R�voca�te'1"�ust � � , P.t� Bo�427 , ; ; _ Kresgev�i[et�'f�_1�333 � �--------_�___.--------� -�—-- ' Scott M. Gaprier Revacable � �150,004 ------- - •i Glass A 'Trus� ( ; 42d �1.25�'St. •' � Cartap:kiill�PrA 17p�1 __. ..�_.... � pavid J.:Peters �50,000 � �i/3 Class A ! � � 235.Northgate Dr, � 1 :,..........�an}p Fiili, RA_,17Q11--�----- E -------------.._,_ _ _..___- ----..._,..__.._ ; 4tVilliarn B. iams Revocable ; 5150,00(} j 1 Glass A Trust . � ' 'f 72'i Olmsted'UVay�West � I ' Carnp �#tE! PA�1_7011 ; = . ; ___ . _..----------- Ziad;Khotary�tevac�l�ie�— �3QQ,000 � 2 Gfas�fi TruSt; _I �F�1`:Brittariy Lane,: � ; � HollidaYshurg FA '16�548 : i-~�Stsven M DeW�ca:�J a'€50;QOQ 1 G1ass A - _ ': ` Revocab[e;T�ust : ! i � ( ; , 340 C��id(e(ight Dr. � � MechanicsE�ur�_TP_A,'f7Q55 _ , _ : .:_ _ _.�...._.._.�----_____...- ------ ---�.��...._ .�_ � - Dan��L J.Terpstfa ' � �150:OOQ �-... . � Giass A ; . 266�.Wh�tetail C1eer qr. F i ' Batii, PA 'f8C31�1 !_ . �_—_..___.,_. � _ T.�..— . �-------- � John A. �abre ftevncable �15�;000 ; 1 Class Fi TrusC � �:50!t�(airi:ut Ave. � DuBois;.Pf�.1580�. ' C1E7YL �amily Partnership, j �1:5�3,000 1 Glass R LF` E , 23'f Atfec Ftd. �( �_.:.__ Wayne_,PA�?�0�7_. _.._l.��_�-��......_.__..__ � 20 I Haymond;E. Dah1 � 5150,OQ0 �j 1 CIas�A Y ReUoca6Ee Trust ! � �i�35`laricivater Rd;. � ; Fiumrnefs�awn;PA 17036 .�_____ _ .._._._,� __..___--_�._..__..�._._._.._m___ T__ _. ,___ • ' Mich�ife A.Prin.. �150,000 ' 1 Glass A ; 5 D�rt Nlanor : ; Hanoyer,:l�A.1133'! _ i _ _` ; �?avict C.:Le�er E�evocat�►e E 5100,OOQ 2r'3 CEass A i �rust � ; 331 E.:Nteadow Dr. � � IVlechanic�bu�_PA 1,7055, : �- -----;----__---- � �Ronald tut:&Kat�ryn �. ��30,000� � .20 Ct�ss A ' '(93�MonteCey I7r. 1. I j ; 1V1�chanicsburg;PA�170�� ; ,_.__ �_.. .�...._ .______________,._.. _________ _ __... ...._.�.._____.______. , �"�i.omas J, Burke �150,004 � 1 Glass A = J Gle.mson Lr: ; , ; Baothwyn PA 19061 : ` ;Hany Shar�ouEfy F��vo�abie ,� ��3.0[},000 —r 2'G:fass A 3rus� � b12'l,Nunter Hill � : Hollidaysburcl F'� '16n48 I , ' ' .��_. -- ' _.._� _��_..----- i Jas��::Rar�tSs;Revacak�le, � : T---- , �15t7A0Ci 1. Class A � 'I�t��t: ; � - 363� Manor Rd. ; ; Bethleh�m �A 1�020 � � '. �__._—_._._ __..___------._....�.......__.._..�.----�------____._�..�_.._....---,...___...__.___-_—._.__------._-- Kenneth.D;'�mkey ; �1Q(J,000 � 2I3 Class A 7�2�:t71d Nti11 Rd. ! � V�/yoii'iiss�ng, PA 4�6?0 1 i--- --i Stephen J, Herceg ( �10(7,�00 � 2I3 �lass A � F',evocabie Trust ` 674 St .tohns Dr. � Gamp H�I1: PA 17011 { � Sambasivat�a�'c�o�a � :a15�7,0(l0 �1 Giass A Rev�cabfe Trus.t � � 427�t::GQmmodnrz Cl� � � Erie,P1��'(8505 � _ � � �-_-_....._..._..�. _��..._._-____�- ---_... �__.�_.�. ` C}.ar�ieE E. Beren ? $'(Oa;000 � 2!3 Gfass A 5�S..Terrace Dr. E , ; V�Jqrrrileysburg;PA 17043 ; ` ` �_� ..�, _.�._..___--____.—_ �.v,_.____ � Roger N_dstdah� ; �120,Ot�C1 � .8�Cl�ss A i�euocabi�.:Trus� . I .- ` 1Q5Q (vTauntairi Vie�.v Rci. Harrishur Pia 1 T1�€:0 � �.�__.�.,_ _.,.._.:: �..._.._.- --__u�_.___.�.�_____ . i ;to�eph G. Koval .:` _ u7�,.00p -�--_._ .50 C[ass A ; 1156�orn�l6 SE, i '' ` j ��rantot�, FA_185Q4 ; � _..._ ._,._;_, ------•�----- .,, .._... . -- --- r-�---- --___ _� � Jahn.L ��rEY �, :: $75,Daq .S+J C1�ssA ; 4 i Edge�r�ater Ln: i: ` � D�li�s C'R� ��1869Z ' • �— .__..__.,.� 21 tN W[ZNESS WHEREtJ�, the unciersigned have exacuted this Agreement as of the date first written abave. : GENERAL PAR�'NER: The Village Manager LLC By: : , Manager ENTiTY LIMlTEb PARTNER: tN L L1M ED PART�IER: {Signature} ' nature) �/7hlYI/J.S� [ /l/-5 �{�d�Gl�//t-C IJ�Gii� _�� ///'� {Pr[nt entity name) (Prin� name} �s��e � (Print titEe af signatory) ZlwordNillage�docs�fimited partnership agreement.doc �� (N VYtTNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. GENERAE, PARTNER: The Village Manager, Lt�C ' By: � ` , Manager E�iTfTY LIMITED PARTNER: INDiVIDUAL �.lM1TED PARTNEt�: (Signature} (Signatur2) � -t� � - Ct- �V "�' !`�-c,J�`�/ _ (Print ntity name) -��` (Prin� name} _ _ �5� - (Prinf title of signatory} Z:lword�Villagerdocs�limited partnership agreement.doc ,' i 18 !N WITNE5S WHER€t��, the undersigneci have executed this Agreement as of ! the date first written above. GENERAL PAR3NER: The Viilage Mana , LLC �� By: �'C , Manager ENTITY LIMITED PARTNER: 1NDIViDUAL LiMiTED PARTNER: f �� (Signature} {Signature) ' � l,� /C Pl��d 'C( Q ,�1� ��-' �'/��t_,f�� , ( rin ntiry name) (Prir�� name) . l�sf� - (Print titie of signatory} Z:twordWillageidocsitimited partnership agreement.doc ' 18 tN WITNESS WHERE��, the undersigned have executed fhis Agreement as of fhe date frst wrii�en above. GENERAL PARTNER: The ViHage Manager, LLC � ay: : , Mana r ENTiTY LtMITE�3 PART#VER: iND1VlDUAL LllUI1TED PARTNER: {Sfgnature} {Signatu ��?;tit ..� l�� .U'��6� ._...��;;� �/~ ��is,� _ (Pr€nt entity na_ �) l��- (Print name) � � - P��.S�e� _ (Print title a#signatary) Z:lword\VilfageWocsllimzted partnership agrsement.doc �� 1N W[TNESS V1IHEREt3F, the undersigned have executed tttis Agreement as of the date first written above. GENERAL PARTi�ER: The Viiiage Manager, LL.0 � By: ' , Manager ENTlTY UMlTED PARTNER: (N�31V1DUA�.�LIMITEt7 PARTNER: � � � 7 ��6 `�' ��. ----�-- (Signature) (Signature) _ � d�S'�T d°°i, T"� L�t�4 wr iei' _ {Print entity name) (Print name} %ls��_ � (Print title �f signatoty} Z:�wordlVillagetdocs�limited partnership agreement.doc �8 !N WITIUESS V1tHEREC3F, the �ndersigned �tave executed this Agreement as af the date frrst wriften al�ove. GEN�RA� PARTNER: The Village Manager, LLC By: , Manager : ENT�TY LlMITED PARTNER: {NDiVfDUA�. Ll{ViITED PAf2TNER: r / �f, (� (� ; 1 � � L.�.,,�'`a. J.�--, r , (Signature} (Signatur"e) � :7 �V V 1 � I � ��, � - (Print enttty nam ��ysf-- (Print name} �%i s��P - (Print#itle of signatory) �:\word\Viliageldocsl[imited partnership agreement.doc : 18 IN WITNESS WKEREt��, the undersigned have executed this Agreernent as of the date fi�s#wriften abave. GENERAL PARTNER: The Village Manager, LLC By: , Manager ENTITY LIMITED P�iRTNER: 1ND1V1DUAL LIiU1lTED PART}�ER: V � (Signature) (Signature) � ' .�r �� l�,J�J f�e t�d�tr� !`?/�-G+t� �it1,G � � h2�,C�� r� � (Print entity name) ��- (Print name) _ 1�US�� (Prir�t titfe afi signatory) Z:\word\ViilageklocsVimiEsci partnership agreement.doc �� tN WITNESS WFiERE4�, the undersigned Ytave executed this Agreement as df the date frst written a�iave. GENERAL PARTNER: The Village Mana er, LLC B � Y• , Manager ENTETY LiMlTED PARTNER: iMD4ViDUAL LIMfTED PARTNER: yf, �P �#1 , (Signatur�) (Signature) ° - �: n '�' i � � r��i'�i�iC��G��' �� a�.°,cJ�;�-� : �r�,��a�� `�� r (Print entity name} (Print r�ame} /�c��'� � tPrint titfe o#signatory) Z:\word\ViilageWocsUimited paRnership agreerrzent.doc 18 IN Vi►1TNESS Il11HEREC3�, the undersigned have executed this Agreement as of fhe date first written abave. GENERAL PARTNER: The Viilage Manager, LLC By: �� i , Manager �NTtTY LIMtTE� PARTNER: CNDIVt[�UAL �IMITED PARTN'ER: � � c ;� �-�`�-��''�� (Signature) ESigna�ur�} ��.c� �- �u p��t �t�� _Pc��vfi (Print entity name) �(Print name) (Print titie of signatory) Z:\worcflViilage��docs�timited par[nership agreeme�t.doc 1� !N WITNESS V�IHEREOF, the undersigned have executed this Agreement as of the date first written abave. G�NERAL PARTNER: The Viifage Manager, LLC :-�`�'� � : By � � , Manager ��fTlTY LIMtTED PARTNER: 4ND1ViDUAL LIMITED PA�2TNER: (Signature) {5�r�nature} � `��(,�. �, �ENl�1�lAl� (Print en#iry name) (Prin4 name} _ (Print title of signatory} Z:lworcf\Viliage\docsV}mited partneTship agreement.doc �� 1N WITNESS WHERECJF, the undersignec� have executed this Agreement as of the date f+rst writter� above. GENERAL PARTNER: ' The Village Manager, LLC 8y: � r ENT4TY LiMfTED PARTNER: INf31VIDUA! LlM1TED PARTNER: ' V �� / `� � _ (Signature� (Signa#ure) ` ' �, 1�� P�� -�' �u`5 �55'. �1�1/a�J - (Prinf e tity name) --�„-' (Print name} ��^ r (� �'UST�� , . (Print titfe of signatory) Z:lwordlVillageldocslfimited partnership agreement.doc ' �� 1N WtTNESS WHEREa�, #he undersigned have exacuted this Agreement as af the date first�vritten above. GENERAL PARTNER: The Vilfage Manager, �tC By: , Manager EaTJTITY LIMtTE� PARTNER: IME31ViDUAl.�f�t!lTED PARTNER; � ` � � J -jr!�� (Si�nature) (Signature) �� I, � // r ! �f ,Ui l�.;� � / l� / :S, fic'i'r�rl/ _t��.� � -'a// �� - (�'ri�t entity na� r -�us_� �?rint name) , _ I�l�SI�L� (Print title of signatory) Z:iword�Ullage�docs�limited partnersfiip agreement.doC �� iN W{TNESS WHEREQF, the ur�c�ersigned have executed this Agreement as af the date first uvrittert abave. GENERA�PARTNER: The Village Manager, LLC J By: , Manager EN7tTY LEMlTED PARTNER: iNDIVIdUAL L1MfTED PAi2T�dER: (Signature) (Si atL e) �� , �,� � -- �CGJ/.r.?��ICA � h./�a� �!�(�Cr��- (Print entity name} �--��y� �Print name} ��.�L %,��.��.. � {Print titfe of signatory) Z:lworcflViilage�docstiimited partnership agreement.doc , �� iN WITNES$ WHERE��, the undersigned have executed this Agreement as of the date first wntten above. GENERAl.PARTNER: The Village Manager, L.LC � By: , Manager ENTITY LINltTED PARTNER: iND1VlDUA� LlMITED PARTNER: V � (Signature} (Signature} _ �1,� �)( � .��, � 1 ' > � � /�f' � . (Print entity name) (Print me} - //�/�� (P�int titEe of signatary) Z:lwordlVillageldocsVimited partnersfiip agreement.doc ' �� F. 1N VIIITNESS WHEREOF, the vndersigned have ex�cuted this Agreement as pf the date first wri#ten abave. ' GENERAL PARTNER: The Village Manager, LLC � By: "� , Man`ager ENTITY LtMITEa RARTNER: fNDiVIDUAL LIMITED PARTNER: � �--1'��--- (Signature) (Signature) � f� f� �- / / ( �� Q r�% 'L �Jf(�Q � JCs� N1 • G�-�r�� )��.: //< (Print entity n m } --��l�s.�._ (Print name} �;�-(,I�!e�' • (Print fitfe of signatory} Z:lword\Vilageldocsllimited partnership aqreement.doc �� 1N Wi7NESS VY!-tEREOF, the undersigned have executed this Agreement as of the date first w�itten abave. GENERAE. PARTNER: The Village Manager, LLC By: _ , id anager ENTITY LiN1iTED PARTNER: I�lDIVtDUAL L�MiTED PARTNER: \ � �� '� � (Signature} (Signature) _ ��-�� --1�7� (Print entity name) (Print n�me} ' � - (Print title of signatary) Z:\word\��Iageldocs�lirnited partnershfp agreamant.doc �� iN WlTNESS WHEREOF, the undersigned have exeeuted this Agreement as of the date�rst writ�en above. GENERAL PARTh1ER: The Village Nlanag r, LLC � �y: , Manager ENTiTY LE11AiTED PARTNER: tN01VlDUAL LIMiTED PARTNER_ � ,G. - (Signature} (Signature �tl,f��lia�� arn�-�.�6��2�1e 7nus� ��i t�r� � -��"�- - (Print entity name) (Print name} -T�Sfe� � (Print title af signatary} Z:�v�rordl�(lege�docsllirnited partnership agreement.doc �� EN WITNESS WHEREt}�, the undersigned have executed this Agreement as af the date first written abov�. GENERAL PARTNER: 7he Village Mana er, LLC By: , Manager E1�lTfTY LitU1ITED PARTNER: IN�1VtDUAL LlM1TED PARTN�R: ; -� i ,. �-i�_-�- � � �Signaiu�e) ( tg ature) ✓� ��/�`�l/ v!�G'a,�//� ,Ql�d� GIGt- ��JDG//�c - {Prinf entity na ) (Print name; �LUS e . (Print title of signatory) Z:1worcSiVillagaldacs\limited partnership agreement.doc �� i fN W(TNESS WHEREt3F, the undersigned have executed this Agreement as of ' the date firsf written above, GENERAL PARTNER: ' The Village M �-�-C •. \ �y: � , Manager ENTiTY L1NlIT'ED PART�d��: IiV�IV1DU�L L9�DT�U PA�T�lER; 1/ _ (Signature) (Signatur�) . S - �� (Print entity name) - --��- (Print name) �JQuS�_ . (Print titke �f s��natorv) � Z:iwordlVillageldocsifimited paitnership agrEement.doc �� fN WITNESS WHEREOF, the undersig�ed have sxecuted this Agreement as of the date first written abave. GENERAL PARTNER: The ViElage Manager, LLC ' By: � . , Manager Ef�TiTY�.4N(ITED PAR7'�dEF2: i3dDIVlDU�Il.UAAlTED PARi'NER: � (Signatuce} {Signatu __..--- I - ) r rtPSTti4 � (Print entity name} (Prini� me} ` {Print titte of signatory� ZlwocdlVflagaklocs�firrrruted pattnership agteemant.doc 3$ iN WITNESS WHEREOF; the undersigneci ha�e executed this Agreement as af tfi�e date first writ�en above. GENERAL PARTNER: The Viilage Mana er, LLC Sy: , Manager ENTITY L�MiTED PARTNER: iNDtV1DUAL 1.1MITED PARTNER: �� (Signature) ( 'g ture) , �6 ,�� -� %rk� ��,� �� 1��-- .�7�,�� z (Print entity name) (Pr'snt name} _� �/ lQG 5. rPP. - (Print title afi s�gnatory) Z:\word1Vi11age\docsllimited partnership agreemeM.doc �� !N WITNESS WHEREOF, the undersigned have executed this Agreement as af the dafe first written above. GENERAl. PAR��IER: The Vilfage Manager LLC B : V�. ' Y , Manager ENT#TY L.tMITE� PARTNER: INDIVIDUAE. L{MITED PARTNER: / (Signature) (Signature) _ d �, tA ! Q 1t.��t' ' Ll'��.� cS' � �r� - (Print entity nam (Print na e} (Prin#title of signatory) Z:iword\Village`.docsi{imited partnership agreement.doc �$ 1N W[T�IESS WHEREO�, the undersigned have execu#ed this Agreement as of ' the date first written above. GEi�tERAL PARTPIER: The Village Manager, LLC By. , Ma�ager FNTiTY �11111iTE� FARTNER: 1NDIViDUAL LIMITEU PARTNER: � _. � _� (Signature) (Signatur �l f. � uo�f�k. � �: / - �Pri #entity name} ��f� (Print n me) �"�.us�� (Prin�fitfe of signatary) Z:lwordiViftage`�tocstlirnited partnership agreemenf.doc �� fN WITNESS VI/HEREUF, the undersigned have executed this Agreement as of the dat�first written above. GENERAL PART�fER: The Village Mana r, l�LC By: : , Manager ENTi�"Y �.iilAl��€� �ART�7E�: l;�Dl�lIDU��, �lt+!l1T��J ?AR.TNER: t/ �2[,��Le� �/�� _ (Sigr�ature) ��igna+ure) ��c�l e�% 1�� 1'21�� - (Print enti�y name� (Print name} (Print title of signataryl Z:lwordlVillage`�docslEirttited partnership agreemenf.doc �$ IN WITNESS WHERE��, the undersigned have executed this Agreemen� as of ' the date first Lvritten above. ' GENERAE. PARTNER: The Vlfage Manager, LLC By: `' t , anager ��;�y ��-�-��} c�,��-yFq; IN�IVIDUAL. LIMITED PAI2TNER: � �,�,.�t,�,� �� - - �S IC�RB�L'C�� (Sign�ture} 11Gt l�Ih. �� ..��L.. ��l��(�� t�5� ��c� C-. f_--C.�� (Print entity name) (Print name} /�r�s�e- . (Print title of signatory) Z:lworc!\Vit�age\docsltimited partnership agreement.doc 18 �N 1NfTNESS WHEREC3F, the undersigned have executed this Agreement as of , the tiate first written above. GENERAL PARTNER: The�ltage Manager, LC . � , � gy: , Manager ENT�TY LtMiTED PARTIVER: tNDNi UA�LiNi1TE0 ARTNER: � � V C � (Signature} (Signature) s - �1aNl-�-�1) � !-u�'n 1�✓.�?"�/�Y.N � Lu C RS (Pr�nt ent�ty name) (Print name) � (Print titEe o#signatory) Z\word\Yllageldacst3imited partnership agreamenf.doc ' '�$ IN ViItTPIESS WHEREC)F, the uncfersignad have executed this Agreement as of t�e date f€rst weiften �bove. . G�PtERAL PARTNER: , The VGilage Manager, L.LC By: , Manager �NTtT`( �.ItUIfTED PARTNER: 1NDIViDUAL LIMiTED PARTNER: C� '��--h-�- � � � (Signature) (Signa�re}) � � ! '`� ��5 ��v.r�CP - {Print entity name) (Print name} {Prin#title o#signatory) Z:�word\VillageldacsUimRed parfnership agreement.doc 18 {N WITNES5 WHERE��, the undersigned have sxecuted fhis Agreeme�f as of the date first�nrritten above. ' GENERAL PARTNER: The Village Manager, �i.0 By: ' , M�nager ��-��-.r ��-�� p�,�-r��q: 1�C�IVIDUAL LIMITEU PARTNER: : � ��-=� (Signature) (Signature} -� , �� UN ' ��Q r�Cll��/ (Print e tify name7 �� (Prin# na me) � �Y�U �— � (Prin�iitle of signatory) Z:\word�Uitage`.docslfimited partnership agreement.doc �� iN WITNESS WHFRE{��, the undersigned have executed this Agreement as of the date firs�writ�en above. GENERAL PARTNER: The Viliage Manag , LLG By:(� , Manager EN7i7Y L1MlTE[� PARTNER: E�I� {E?U L, l�1TED 3'A��I��: � � (Signature) (Signatu e) ` . 7s; �. ,�� ;��.� r�� s� �. �,��s (Print entity name) (Prin# name) /�usfee . (P�in�#�t�e of sigrat��;) Z:twordlVillagetdocsltimited partnership agreement.doc �� !N WITNESS V1lHEREt.3�, the understgnad have executed this Agreemenf as af ti�e date first written above. GENERAL PARTNER: Tt�e Village Manager, LLC By: , anager ��Tt�`�"•_��'�!!�'E�3 D�kF�T�EiR.: !N[�(t11QtJAL i�IMfTED PAFtI'NER: �� _. (Signature) (SignaturP� � e � Q. �nK� (Print en#i�y name) (Print name} (Pri�t#it(e of signatory� Z:iword\ViilageldoCslfimited partnersh9p agreecnent.doc �� (i� WtTN�SS VtIHERE�F, the undersigned have executed this Agreement as of � the date firs�written abave. GENERAL PART�tER: Ti�e Viliage Manag , LLC By: , Manager ENTITY L!MlTE�3 PARTNER: IN�IVl�UAE. LlN(ITED PARTNER: ��.. f��;�- r�� _ {Signature) (Signature) �T� P F{ �tti :s N�l?C��., �D , (Print entity name) (Print name) (Print title af signatory) Z:1wo�d\ViElageldocsUimi[ed partnership aqreement.doc �� IN W3TNESS YYHEREt7F, the undersigned have executecf this Agreement as of the date f+rst written above. GEPiERAL PARTNE}�: The Vi!lage Nlan ger Ll.G By: , Manager ; ��TITY�.IMITEC} PARTNER: (N�(VI[3UA�. l.1MITED RAI2TNER: � � -�`� (Sign�tuee) (Signature) �> ') j�2C��FQO Vt�a4- ��. S��1 VA�-� t/o�n.�-� (Print entifiy name) �u�-/--- (Print narr►e) �7��s`f�� (Print title of signa#�ry} Z:lwordlVillage!docsllimited partnetsfiip agreement.dac �� IN W[TNESS WHEREC?F, the undersigned have executed this Agreement as of the date frs�written above. GENERAL PARTNER: TF�e Viitage Manager, LLC By: : , Manager �N7��' t�tM{TED PARTNER: fNDIVIDUAl. L1MiTED PARTNER: I � � (Signa�urel (Si' a ur �,�,J r� �. �J�i�en� (Prin#entity t�ame) (Print name} (Print title ofi signatory} Z:lwordNiilage!docs\timited partnership agreement.dac �� !N WtTNESS V1IHEREflF, the undersignecf have executed this Agreement as of the date first 4vritten at�ave. GENERAL PARTNER: The Village Manager LL� � ' By: , Ma�ager �� p�,qT�t�� 1NDSVtt7UAL LIMITED PARTNER: � /C t�.._ • - � : _. (Sigrtature) (Signature) , � � � � � - (P in#entity name} �j�uy� (Pri name� . .�/��rs�� (Print title of signatory) Z:�wordlViilageldocsllimited partnership agreement.dbc 1� IhI VtttTNESS WHEREOF, the undersignad have executed this Agreeme�tt as of fhe date frs�written above. G�NERAl. PARTC�tER: The Village Mana�er, LLC By: ` _ , Manager EN7iTY E.IMITED PARTNER: lNDIVI[?UAL LIN1lTED PARTNER: �. (Signatute) (Si ture) � sb3��. c- i��.��.� _ (Print entity t�ame) (Pr'tnf name�- (Prin�#itle of signatory) Z:lwordlVillage\ctocs\limited parfnership agreament.doc �� fN 1�(ITNESS WHEREOF, the undersigned have executed this Agreement as of ', tl�e date first wriften above. GENERJ�L PARTNER: The Village Manager LLC By: , Manager ENTtTY L!MlTED PARTlV�R: tAlQlVIaUA�. LIMITE[7 PARTNER: � °' .�_____ Si nature Si na ure f 9 } � 9 ) � �-• � /� - (Print entity name) (Print narne) (Print title o#signatary) Z:\wordtViilage!docsttimitec!partnersftip agreement.doc �� P� rsona � Pro er�t � Y A ra�s a � Re o rt � � � Prepared Exctusively For Sandie Beren 3204 Shawnee Green Ambter, PA 19002 Effective Date of Report February 18, 2015 Appraiser Michael Ivankovich, GPPA, MPPA 3b94 Concord Road Doytestown, PA 18902 ��7� -_� �_ _ ��, � '` � � F� �� -� � I TransmittQt Letter February 18, 2015 Sandie Beren 3204 Shawnee Green Ambler, PA 19002 Re: Estate of Daniel E. Beren Dear Ms. Beren: As requested on February 9, 2015 I conducted an appraisal inspection, with you present, of personal property tocated at 3204 Shawnee Green, Ambler PA 19002. i understand that the property belanged to the Estate of Daniet E. Beren, deceased. The objective of the appraisat was to determine the Fair Market Vatue af the listed items for the express function of determining federat, state and/or probate tax liability, as well as for equitable distribution purposes among family and heirs. Any other use renders this appraisat nult and void. Values are effective as of the date of death, which is understood to be December 14, 2014. This appraisal is intended for use only by you, my client, your agents, and probate offices. Use of this report by others is not intended. In accordance with the Uniform Standards of Professionat Practice (USPAP), this appraisat report makes use of the Summary Appraisat Report aption. In summary, in my opinion the Fair Market Value of the appraised items totats $26,900.00 The definition of Fair Hlcrrket Va(ue is set forth in Treasury �egulation 20.2031-1 which states that "The Fair Mctrket Vatue is the price at which the property would chanqe hands between a wilGng buyer and a wiltin� sefler, neither being under any computsion to buy or to setl, and both havin� reasanab(e knowted�e of retevant facts. The Fair Market Vatue of a par�icular item of praperty includibte in the deceder�t's gross estcat� is not to be determined by a forced sale price. Nor is the fair markpt dats�e Qf an item of personat propsrty to be determined by the sa(e price �f the item in a market other than thcrf in which such item is most commonfy so(d to the pubtic, taking inta accounf the tocation of the item wherever appropriate." tJntess sta�ed otherwise, alt items appraised appe�red to be in good condition. Although ! persanatly reviewed each piec� of art in this appraisat, a copy of a 2000 Insurance �ider was useci ta assist in identifyin� certain artwarks with missin� or iEie�ible signat�res. The scc�pe �f work emptoyed in this assi�nrnent included a physical inspectic�n af the subjeet property which y�u i�dentified as being part of the estate. Identification r�search was �onducted making use as necessary c�� such retevant resc�urce t�ols a� specializ�d Interne� Websites, Reference Bc��ks, and Valu� �uid�s. 2 Value research alsa consisted of personat observations made at Secondary Market Retail Estabtishments, Public Auctions, Antique Shows, Estate Sales, as welt as using my 35+ years of Persanal Praperty experience. In this appraisal value has been estabtished using the Sates Comparison Approach. This method of vatuation invotve5 comparisan of the subject property with similar items that have sold within the market that I cansidered most cammon and appropriate for each item. Since the subject property is not investment property, the lncome Approach to value was not consider�d. Neither did I consider the Cost Approcrch applicabte, since the cast to manufacture ar reproduce the subject property was not necessary to determine its fair market vatue. Markets considered and the recent sales prices reviewed for items comparable to those items listed include sates at national, regional, and local Auction Houses, Retail Establishments, Antiques Shows, Internet Sates, as welt as Flea Markets, Yard Sales, and Estate Sates where such property is most commonty sold to the public. Markets analyzed and prices used were adjusted, where appropriate, to reflect the current state of the market and the prevailing economic conditions. Unless stated elsewhere, this appraisal is based only on the readity apparent identity of the items appraised. In my opinion no further opinion or guarantee of authenticity, genuineness, attribution or authorship is necessary. The appraised values are based upon the whole interest of the deceased's estate, undiminished by any liens, fractional interests or any other form of encumbrance. However, this appraisal is not an indication or certificate of title or ownership. The identification of the interest of the estate has been represented to me by my client and no inquiry or investigatian will be made, nor is any opinion to be given as to the truth of such representation. The value conclusions expressed herein are based on the appraisers best jud�ment and apinion and are nat a representation or warranty that the items will reatize those vatues if offered for sate at auction or otherwise. �'he values expressed are based an current inforrnation an the date the appraisal was made. No opinion is expressed as to any past vaEue, nor, untess otherwise expressty stated, as to any future value. With the exception of you as my client, possession of this report or its copy daes not carry with it the right of pubtication, nor may this report be used for any purpose by artyone ather than you or yaur a�ent without my previous written consent. If this report is reproduced, copied crr c�therwise used by those authorized it rx�ust be done so ir� the report's entirety including this caver document and all attachments. Furthermor�, na chan�e to any it�m in this appraisaE shatl be made by anyone ather than me. ! am r��t responsible fc�r any unauthoriz�d char�ges tc� this repc�r��. I regard atl informatic�n ec�ncerning this appr�isal as c�nfidentiaE. f r�tain a capy of 3 this document aton� with my ariginal notes, and I will not allow others to have access to these records without yaur written permissian unless so ordered by a caurt af law. I understand that a substantial or �ross valuation misstatement resulting from an appraisat of the value of praperty that I knaw, ar reasonabty shoutd have known, wauld be used in connection with a return or claim for refund, may subject me to a civit penalty under Internal Revenue Code §6695A. This appraisa( conforms ta the requirements af The State af Fennsylvania and with the requirements of Internal Revenue Service. My qualifications to conduct this appraisal are listed in the attached Professianat Profite. I solemnly affirm under the penalties of perjury that I appraised the praperty listed in this appraisat done on February 18, 2015, and that the appraisal was dane impartially and to the best of my skitl and judgment. Pfease call if you have any questions, or if I can be of further assistance. Sincerely, .,�' rf� .�r�/ f ' � ''✓'�� f..�'"�_ {,�� L� Michael P. Ivankovich, GPPA, MPPA -� Approach to Votue Definitions: There are three traditional appraaches fio estimating the value of personal property: • Cast Approach • lncome Approach • Nlarket Camparison Appraach The Cost Approach is based on the principle of substitution and provides an estimate of the depreciated repraluction, reproduction-new, or reptacement cast-new af a specific praperty. The lncome Approach is based on the principle of anticipation and translates an income projection into a present capitat vatue. This approach is appticable to income-praducin� properties, and it produces an estimate of present worth of anticipated future income. The Market Comparison Approach estimates value by comparison with properties sold in the relevant market, with adjustments made for atl differences that affect value, such as differences in characteristics of value and in time. Each property sold is compared to the property to be appraised, and an amount is added to or subtracted from the price achieved for every difference, with the sum yielding an indication c�f value. Vatuation Approuch Selected For This Apprcrisa( I eonsidered att three approaches for this appraisal and found the Morket Camparison Approach to be the ane most relevant to your personal praperty. I did not select the Cost Approach because it is generalty used for irnmovabte or unique properties, which wautd not appty to your items. i did not setect the lncome Approach because it is generatty used for income-producin� personat property. Thus, this type of appr�ach is not practical fc�r the type of persanat prc�perfiy that you had me appraise. I selected the Mdrket Comparisan Apprc�ach because it looks at information on sales ar offerin�s of recent camaarable personat prapert�, in the c�rr�r�t marketplace, and rnakes appropriate adjustments for comparing these properties to the subject properties. 5 Appraisat�ertification (certify that, to the best of my krtowted�e and belief: • The statements of fact contained in this repart are true and carrect. • The reported analyses, opinions, and conclusians are timited only by the reported assumptions and timiting canditions and are my personal, impartial, and unbiased professional anatyses, opinions, and conclusions. • i have no present or prospective interest in the property that is the subject of this report and no personat interest with respect to the parties invotved. • I have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. • My engagement in this assignment was not contingent upon devetoping or reparting predeterminec{ results. • My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the ca�a�� af the ctientg the amour�t of the value opinien, the attainment �f u stipulated resutt ar the occurrence of a subsequent event directly related ta the intended use of this appraisal. • My analyses, opinions, and conclusions were devetoped, and this rep�rt has been prepared, in conformity with the Uniform Standards of Professionat Appraisal Practice. • Michael ivankovich alone was respansible for preparing the content of this repart. � Si�nature of Appraiser: `��-�" .---, ,�`�. ��`"`��'"�`�, � Date: `"�-�-� ��>�`�;--�" � Limiting Conditions The appraiser has no past, present or contemplated future interest in the subject property. This appraisal is not an offer to buy, selt or brolcer the sale of the item described. Fees charged for this appraisal are based sotely on the len�th of time expended in appraising the subject property and are in na way related to the vatue of the property invofved. The appraisat should not be relied upon as the basis for purchase or sale of the item described. It is solety an estimate of vatue of the subject property at the time and ptace of the appraisal. Therefore, no tiability is assumed as to contractual liabitity or damages with respect to any te�al action initiated as a resutt of reliance on the information contained herein. it is understoad that the fees paid for this appraisal do not include services of the appraiser in any other manner or capacity whatsoever. Ancittary services required by the property owner are to be retained separatety. In particular, statements to insurance companies and attorneys, and testimony in any tribunal shatl be compensated separatety and according to a schedute of fees maintained by the appraiser particularly for such services. The appraiser shatl not be required to give testimony or to attend caurt sotely by reason of this appraisal unless suitabte scheduling and fee arrangements are made in a timely fashion. Neither the report nor any part of it shall be conveyed to any party nor pubtished in any venue without prior written consent of the appraiser. The report is to be used solety for the purposes outlined earlier in this repart. The appraiser is neither an attomey nor accountant and assumes no liabitity for such matters, except as specifically described in this report. This report is made solety to estimate the value of the subject pr�erty for estate and equitable distributian purposes. The appraiser shat! make na disclosure of the contents of this report, �xcept as mandated by the by-taws and reguiations of the professianat or�anizations with which the appraiser is affiliateci. Possession of this report does not provide titte to the appraised items. The identification af ownership is simpty that represented to me b�y the client or parties autharized by the elient, and is not an indicatic�n of certificate of titEe or ownership. No cha«�es may be made to the body of this report by anyone other �han the appraiser. Th� appraiser cannat be respansibte far unauthorized atteratians. Au�horized third parties may rely an ��tE' ii�t�C7t"C71�t10C1 in this report for the defined purpase and intended use onEy. Third parties requirin� further inft�rmation in additic�r� fio thafi in the repc�rt must c�btain the v,rritter� permissian of the own�r c�f th� apprais�i before the appraiser wilt discuss the rep�r�. � Salance of any fees payable is due upon receipt of the final appraisal report. Sources relied upon in the course of this appraisal are assumed to be reliable and the appraiser does not assume responsibility for their information. This appraisat has been prepared in confarmance with the Uniform Standards of Professiona!Appraisa(Practice of the Appraisal Foundation. � Liabitities In the preparation of this report, the appraiser has consulted a variety of sources that are documented in the report or available in the appraiser's fites. These sources are assumed to be reliabte and accurate; hawever the appraiser takes no respansibility for errors or omissions cantained within them. The vatues reported in this appraisal are warranted by the appraiser to be valid anly on the effective date of the appraisat. Normat fluctuations in the Antiques f� Cotlectibtes market may affect the vatues stated in this report after the effective date. The reparted anatyses, opinions, and conclusions of the appraiser are limited by the reported assumptions and limiting conditions, and are the appraisers personal, unbiased professional analyses, opinians, and conctusions. The appraiser asserts that he has no present or praspective interest in the property which is the subject of the appraisal and that he has no personal interest or bias with respect to the parties involved. By payment of the appraisal fee for this report, the parties requesting the appraisal a�ree that Michael Ivankovich is reteased from any and all liability of any kind whatsoever in any way arising from or connected with the appraisal which he has been asked to provide. In the event that a dispute shoutd arise resulting from the appraiser's acceptance of this appraisat assignment, the matter shalt be submitted to the American Arbitration Association. In cansideration for carryin� out the appraisat at the relativety tow hourty rate, the appraiser's liability is expressly limited to the amaunt of any fees collected. The appraiser's tiability is restricted to the client and to thase immediate third parties pertaining to the functian af the appraisal. The submission of the report conetudes this appraisal assignment. Record Mointenar�ce and Confidentiatity i will maintain your appraisal file and an etectronic capy of your appraisat document far five years, ar two years after the f�nat dispasitian of any judiciat proceedin� in whieh 1 provided testimony. t�y infarmation within the fite witl r�main confidential except by your authorization, by force af law, or far peer review. Future testimc�ny i� suppart af the vatu� conctusion reachecf in this appraisal is avaitabte at my therz current fiee. � Appraisat Qua(ifrcrztions of Michcref ivonkovich Appraisal Company Michael Ivankovich Antiques lnc. P.O. Box 153b Doyfestown, PA 189Q1 (215)-345-b094 Appraisal Desi�nations • GPPA {Graduate Personal Property Appraiser) • MPPA (Master Personal Property Appraiser} • USPAP Certified (Uniform Standards, Professionat Appraisal Practices, Appraisal Institute) Business Associations and Certifications • Pennsytvania Auctioneers Association • Pennsytvania's 2004 Auctioneer of the Year • Lehi�h Vatley Society of Auctioneers, Past President • Bucks County Antiques Dealers Association, Past President • Centrat Bucks Chamber of Commerce • Bucks-Mont Speakers Bureau, Founder Expert Witness • Wallace Nutting Pictures, 800ks, Furniture, Memarabilia • Early 20`h Century Hand-Colored Photography • Early 20t" Century Prints • Early 20t" Century Pastels Author • Radio Show Host, "What's It Worth? Ask Mike the Appraiser", WBCB 1494 AM e Fundraising Auction Secrets (2011) • Jump Start Yo�r Fundraising Au�tion (2011 ) • Hame Downsizin� in Four Easy Steps (2009) s The Art of Cleanin� and Protectin� Hand-Catored Photographs {2008} o The Art of Preserving and Conservin� Hand-Cotared Photographs (2008) 6 The Art of Cleaning and Protectin� Earty 2�t" c. Prints (2008) • The Art of Preserving and Conserving Earty 20cn r. Pnnts (�008} e EarEy 2Ut" Century Hand-Painted Photagraphs {2005} • Caltectors �uide tc� V�laltace Nutting Furni�ure �2�04} • The Hand-Painted Phatographs �f Charles Sawy�r (2QUZ} � �o�lectors VaEue Guide �to Earty 20th Century American Prints (1998} � Th� C4tlectors Guide ta Waltace Nutt�n� Pictures (1997} � Th� Guici� tc� Wa:ttace Nuttin�-Like Photc��r�phers af �he Early 20`fl Century {�991} 30 • The Guide to Watlace Nutting Furniture (1490) • The Alphabetical �t Numerical index to WaElace Nutting Pictures {1988, 2008 eBoak} • The Price Guide to Watlace Nutting Pictures (1984, 1986, 1988, 1991} Qualified and Experienced In: • Antiques €t Collectibles • Art �x Prints • Furniture • Gtass, Parcetain, China • Coins � Stamps • Most other areas of Antiques &� Collectibles • Househotd Items • Automobites Other Items of Interest • Professional Licensed and Bonded Auctioneer since 1994 • Has conducted Auctions in nine states since 1988 • Graduate Missouri Auction Schoot • Professionat Antiques Dealer for 35+ years • Catumnist whose work has appeared in Trade Papers nationwide o Consultant to most major Antiques £� Cotlectibtes Price Guides inctuding Schroeder's, Antique Trader, Warman's, Kovels, and most other such national Price Guides • Frequent lecturer in the Auction, Antiques �t Collectibles fields • Past Instructor in the GPPA and other Professionat Courses • Rider University, B.S. Finance 11 Persona/Property lnventory ltem Description Appraised Yalue 1 V. Marillier. Oit-an-Canvas. Modern cauntry village scene. SLR "V. $150.00 Marillier" Est. 40"w x 33"h. In undamaged and unbtemished candition. Unframed. 2 Nikolai Aleksandrovich Issaiev (1891-1977). Oit-on-Canvas. Modern stitl $750.00 tife with pitcher and fruit. SLL "Issaiev" Est. 25"w x 20"h. In undamaged and unblemished condition. 3 Nikolai Ateksandrovich issaiev (1891-1977). Oit-on-Canvas. Modern still $750.00 life with pitcher and fruit. SLL "Issaiev" Est. 25"w x 19"h. In undamaged and unblemished condition. 4 Herbert Katzman (1923-2004). Oit-on-Canvas. Modern stilt life with $750.00 apples and pears. SLR "H Katzman" Est. 14"w x 18"h. in undama�ed and unblemished condition. 5 Emit Ganso (1895-1941). Oil-on-Canvas. Modern nude outdaors. SLR $1,500.00 "Ganso" Est. 15"w x 24"h. In undamaged and unbtemished condition. 6 Francis MeCarthy. Oil-on-Canvas. Modern coupte seated at table. $300.00 Signed and dated 1955. Est. 14"w x 18"h. In undamaged and unbtemished condition. 7 Guido Boretti (1952- ). Oit-on-Canvas. Woman feedin� pigeons by $150.00 European house. SLL "G Borelti". Est. 12"w x 16'"h. In undamaged and unbtemished condition. 8 Ivlar�r Houston. Oit-on-Canvas. Modern nude with yettow background. $925.00 SLL "Mary Houston". Est. 12"w x 16"h. in undamaged �nd unblemished condition. 9 �.eon Detroy {1857-1955). Oil-on-Canvas. Titted "Promes Et Cair�gs. $1,500.00 Circa 1900. SLR "L Detroy". Est. 22"w x 2�"h, in undam�ged �n�i unbtemished condition. 10 Abraham P. Hankins (1904-1963}, cJit-on-Board. Modern autdoor cafe. $3QO.Q0 ..SQuth Street Near 17th, Philadetphia". SLL "A P Hankins". Est. 1 b"v� x 13"h. In �andama�ed an� ur�btemished cc�ndifiion. 11 Jo�chim Pacheo. t�il-c�n-Canvas. Modern flor�! s�ill tife. S�R "Pach�o". $150.�Q Es�. 21"w x 25"h. in undama�ed and unblemished conditian. 12 12 Unknown Artist. Oit-on-Canvas. Hilltap adabe vilta with women. $175.QQ Signature lower center is iltegibte. Est. 16"w x 12"h. In undamaged and unbtemished condition. 13 Auguste Chabaud (1882-1955). Qil-on-Canvas. Modern country raad $3,000.00 and trees. "�roisement Pres Des Deaux Maisons. Circa 1935. SLL "A Chabaud". Est. 21"w x 15"h. in undamaged and unbtemished canditian. 14 Pierre Papiltand {20th century}. Oif-an-Canvas. Modern bed and $125.00 bureau. Circa 1932. SLR "P Papiltand, '32". Est. 24"w x 20"h. in undamaged and unbtemished conditian. 15 Borelli (20th century}. Oit-on-Canvas. European village scene. SLR $125.OQ appears to be "L Borelti". Est. 24"w x 35"h. !n undamaged and unbtemished condition. 16 R. S. Breden (20th c.}. Oil-on-Canvas. Seated woman holding bouquet. $125.00 SLL "R. S. Breden". Est. 25"w x 30"h. In undamaged and unblemished condition. 17 Possibly Constance Conroy (2Qth c.). Oit-on-Board. Evening city $125.00 skyline. Unsigned. Est. 8"w 6"h. In undamaged and unblemished condition. 18 Unknown Artist. Oil-on-Board. Modern nude on bed. Unsigned. Est. 7"w $100.00 x 5"h. In undamaged and unblemished condition. 3 9 Artist Unknown. Hand-cotored tithograph. Portrait view of 18th $25.00 century man. Est. 5" w x 6"h. In undamaged and unbtemished condition. 20 Paut Starrett Sample {1896-1974). Watercolor. Boxin� practice in �ym. $2,500.00 SLR "Faut Sampte". Est. 22"w x 14�"h and nicety overmatted. 1n undama�ed and unbtemished candition. 21 Emma {2flth century). Watercolor. Abstract scene with three people. $125.04 SLR "Emma". Est. 15"w x 2Q"h and nicely overmatted. In undamaged and unblernished condition. 22 Harry R�sin �1897-1973}. Branze sc�lpture. "Tahitian Girl". Head and $2,0OO.00 shoulders view of �irl with lc�n� hair. Impressed signature "Rc�sin" in base. Foundry name of "Modern Art Works, NY" im�ressed in rear. Est. 15"h. In undama�ed anci unblemished conditior�. t� 23 Unknown Artist. Cast iron artwark of man's face an wire post and wood $50Q.00 base. Est. 23"h. "1969" with itlegible name impressed on the baek. in undamaged and unbtemished candition. 24 TH. Crossley. Bronze scutpture. Man and dag. Impressed signature $250.00 "Crossley, 1964" in base. Est. 15"h. !n undamaged and unblemished condition. 25 Harry Rosin (1897-1973}. Bronze sculpture. Girl with guitar. Impressed $1,5Q0.00 signature "Rosin" in base.. Est. 11"h. !n undamaged and unbtemished condition. 26 Joseph Brown (1909-1984). Bronze scutpture on board base. Two $3,500.00 foatball players. Brass tag reads "Pursuit, Joe Brown". Est. 5"h. In undamaged and unblemished condition. 27 Fred Curtis. Crystal eagte with spread wings. Foil label on bottom $75.00 reads "Fred Curtis Eagle, Waterford Crystal". Est. 7.5"h. In undamaged and unblemished condition. 28 Joseph Brown (1909-1984). Bronze scutpture on board base. Seated $1,500.00 nude. Partial paper label. Circa 194b. Est. 6.5"h. In undamaged and unblemished conditian. 29 Unknown Artist. Bronze scutpture on marble &� board base. Buck $500.00 scratching head with hind leg. No signature noted. Est. 5"h. In undamaged and unblemished condition. 30 Raffaeli. Murano Hand-btawn glass scutpture. Raging butl. Identifyin� $100.40 tag reads "Ocgetti, Murano, Italy, Raffalli". Made in Itaty by Murano Gtass. Est.10"h x 14"w. In undamaged and unbtemished candition. 31 J�sepl� Brown {19(}9-1984). Sr-anze sculpture on stone and tite base. $4,00�.00 Three up-stretched arms. " Study for Monument to Freedom �f Expression". Est. 3Q"h x 16"w x 19"d. Circa 1951 In ur�damaged and unblemished condition. 32 Pine cauntry tabte, having turn�d le�s, trestle feet, and sin�fe 575.00 stretcher base. Circa iate 19th century. Est. 32"h. Re-finished many year�s a��a and in u�dama�ed condition and showing normal w�ar. 33 Maple country slat-back arm chair, havin� 3-stat back and c�ri�inal $50.40 rush. Circa tate 19th century. Est. 40"h. 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