SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP

AGREEMENT OF
SQUAREBOX VENTURE GROUP
THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT is
made and entered into as of ________________, 2012, by and among John Doe Franchise, L.P.,
a California limited partnership, having its principal place of business at 2 Pleasentville Road,
Ventura, CA 93007 ("John Doe"), Plantersville LLC, a California limited liability company,
having its principal place of business at 1234 Mariann Lane, Spring, Texas 77373
("Plantersville") and Brendan Shane Franchise, LLC, (Brendan) a California limited liability
company, having its principal place of business at 2 Pleasantville Road, Ventura, CA 93007
("DDF"), for the purpose of continuing SquareBox Franchise Venture, LP (the "Partnership") as
partners in the Partnership and by John Doe Real Estate Investment Fund II, L.P., a California
limited partnership, having its principal place of business at 2 Pleasentville Road, Ventura, CA
93007 ("Fund I") not as a partner but to agree to certain provisions of this Agreement as set forth
on its signature page hereto, all in accordance with the provisions hereinafter set forth.
R E C I T A L S
WHEREAS, the Partnership was originally named Rocko-Franchise Limited Partnership, and
was formed by filing a Certificate of Limited Partnership with the office of the Department of
State of the Commonwealth of Pennsylvania pursuant to the Pennsylvania Act on December 2,
1976;
WHEREAS, on July 29, 2012, John Doe Worldwide Services, Inc., a New York Corporation
("MMWS") and Sunshine Investments Limited, LLC, a California limited liability company
("Sunshine") together with all of the then existing partners of Rocko-Franchise Limited
Partnership entered into an Agreement to Ventura Partnership Interests by and among RockoFranchise Limited Partnership, William Duane, Benjamin Duane, Alan Tunekey, Thomas
Duane, Andrew Duane and a trust F/B/O X. Kerbert Smith, and
NOW, THEREFORE, in consideration of the mutual agreements, promises and undertakings
hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, DDF, John
Doe and Plantersville agree that the following shall constitute the Second Amended and Restated
Limited Partnership Agreement of the Partnership and shall supercede all prior agreements with
respect hereto in their entirety:
ARTICLE I
Definitions
The following terms, as used herein, shall have the following respective meanings:
1.1
Additional Contributed Equity. means, with respect to any Partner the amount of
capital contributed by such Partner to the Partnership in accordance with Section 3.4 of this
Agreement.

1.2
Adjusted Capital Account Balance. means, with respect to any Partner for any
period, the balance, if any, in such Partner's Capital Account as of the end of such period, after
giving effect to the following adjustments:
(a) Credit to such Capital Account any amounts that such Partner is obligated to
restore or is deemed obligated to restore as described in the penultimate sentences of Regulation
Section 1.704-2(g)(1) and 1.704-2(i)(5); and
(b) Debit to such Capital Account the items described in Regulation Sections
1.704-1(b)(2)(ii)(d)(4), (5) and (6).
1.3
Affiliate. means with respect to any Person, a second Person which is controlled
by, controls or is under common control with such first Person and, with respect to the
Partnership, any constituent party of the Partnership. For purposes of the foregoing, "control" of
any Person means the power to direct the management and policies of such Person, whether by
the ownership of voting securities, by contract or otherwise.
ARTICLE II
Distributions
2.1
Distributor. Except as provided in Sections 5.2 and 5.3, the Partnership shall, to
the extent available, make distributions of Net Cash Flow on a quarterly basis to the Partners, pro
rata, in accordance with their Percentage Interests.
(a) Except as provided in Sections 5.2 and 5.3, the Partnership shall make
distributions of Net Proceeds from Capital Transactions to the Partners as follows:
(i)

First, to the Partners, pro rata, in accordance with their Percentage

Interests until an amount equal to the difference between (A) $77,000,000 and (B) the sum of all
principal payments made by the Partnership under the First Mortgage Loan has been distributed
pursuant to this Section 5.1(b)(i);
(ii)

Second, to the Partners, pro rata, in accordance with their Alternative

Percentage Interests until an amount equal to $10,000,000 has been distributed pursuant to this
Section 5.1(b)(ii); and
2.2
Distributions in Liquidation. Subject to the provisions of Article XIX, upon the
dissolution and winding-up of the Partnership, the proceeds of sale and other assets of the
Partnership shall be distributed, not later than the latest time specified for such distributions
pursuant to Regulation Section 1.704-l(b)(2)(ii)(b)(2), to the Partners in accordance with the
order of priority as set forth in Section 5.1(b) hereof.
2.3
Offset Against Distributions. In the event any of the John Doe Indemnifying
Parties (as defined in the Investment Agreement) has any liability or obligation to the Purchaser
Indemnified Parties (as defined in the Investment Agreement) or any claim relating to such
liability or obligation has been asserted under Article 9 of the Investment Agreement,

Plantersville may elect by written notice to the Partnership to cause the distributions to John Doe
and DDF to be reduced to the extent of but not in excess of the amount of such liability or
obligation or claim and such amounts shall be placed in escrow until a final determination of
such liability or obligation or claim and upon such final determination shall be applied against
such liability or obligation to the extent of such liability or obligation and the remainder shall be
paid to John Doe and DDF.
ARTICLE III
Rights and Obligations of Partners
3.1
Limited Liability. No Limited Partner shall be personally liable for any debts,
liabilities, or obligations of the Partnership; provided that each Partner shall be responsible (i) for
the making of any capital contributions required to be made to the Partnership by such Partner
pursuant to the terms hereof and (ii) for the amount of any distribution made to such Partner that
must be returned to the Partnership pursuant to the terms hereof or the Pennsylvania Act.
3.2
Liability of a Partner to the Partnership. When a Partner has received a
distribution made by the Partnership in violation of this Agreement or the Pennsylvania Act, the
Partner is liable to the Partnership for a period of six years after such a prohibited distribution for
the amount of the distribution.
3.3
Exculpation. No shareholder, general or limited partner, member or holder of any
equity interest in any Partner or manager, officer, director or employee of any of the foregoing,
shall be personally liable for the performance of any such Partner's obligations under this
Agreement, but the foregoing shall not relieve any shareholder, partner, member, holder of an
equity interest, manager, officer, director or employee of any Partner of its obligations to such
Partner.
ARTICLE IV
Management of the Partnership
4.1
The General Partner. Except as provided below, any dispute, controversy or
claim asserted by any party against another party arising out of or relating to this Agreement or
any document or agreement executed pursuant to this Agreement shall be settled by mediation
and arbitration if so requested by any party pursuant to Section 20.2.
(a) The General Partner of the Partnership shall be DDF unless a successor has
been appointed pursuant to the provisions of this Agreement.
(b) Subject to the approval rights described herein, the business and affairs of
the Partnership shall be managed exclusively by or under the direction of the General Partner and
the power to act for or to bind the Partnership shall be vested exclusively in the General Partner,
subject to the General Partner's authority to delegate powers and duties to officers and others as
set forth herein. Subject to obtaining any necessary approvals hereunder, the General Partner
shall have the power and authority to execute and deliver contracts, instruments, filings, notices,
certificates, and other documents of whatsoever nature on behalf of the Partnership (including
without limitation, the Certificate of Limited Partnership and any amendments thereto and any
other certificates required or permitted to be filed by or on behalf of the Partnership pursuant to

the Pennsylvania Act or like law of any other jurisdiction). Except as otherwise required by
applicable law, any such contract, instrument, certificate, or other document shall require the
signature of the General Partner or the signature of such employee or agent to whom authority
has been delegated by the General Partner.
4.2
Major Decisions. Except as provided below, any dispute, controversy or claim
asserted by any party against another party arising out of or relating to this Agreement or any
document or agreement executed pursuant to this Agreement shall be settled by mediation and
arbitration if so requested by any party pursuant to Section 20.2.
(a) Notwithstanding the general authority of the General Partner under Section
10.1, the following matters ("Major Decisions") shall require the prior written consent of both
Limited Partners (except to the extent a Limited Partner has lost its approval and consent rights
pursuant to Section 3.5 in which case the consent of such Limited Partner shall not be required
pursuant to this Section 10.3).
(b) In the event the Limited Partners are unable to agree as to the approval or
disapproval of any Major Decision, the item shall be submitted to and decided by arbitration
pursuant to ARTICLE XX but only to the extent such matter is subject to arbitration pursuant to
ARTICLE XX and no action may be taken regarding the subject of the Major Decision if it
subject to arbitration pursuant to ARTICLE XX unless and until a decision in such arbitration is
rendered or the Limited Partners agree in writing as to the resolution of such matter.
ARTICLE V
Substituted Partners
Any transferee acquiring the Interest of a Partner as permitted under Article XV shall be deemed
admitted as a substituted Partner with respect to the Interest transferred concurrently with the
effectiveness of the Transfer (provided that such transferee, unless already a Partner, shall, as a
condition to such admission, execute a counterpart of this Agreement, agreeing thereby to be
bound by all of the terms and conditions hereof), and such substituted Partner shall be entitled to
all of the rights and benefits under this Agreement of the transferor of such Interest.
ARTICLE VI
Dispute Resolution
6.1
Mediation and Arbitration. Except as provided below, any dispute, controversy or
claim asserted by any party against another party arising out of or relating to this Agreement or
any document or agreement executed pursuant to this Agreement shall be settled by mediation
and arbitration if so requested by any party pursuant to Section 20.2.
6.2
Procedures. Upon written notice by a party to another party of a request for
mediation and arbitration hereunder, the parties shall use their best efforts to cause the mediation
and arbitration to be conduced in an expeditious manner. Within 30 days of the request for
mediation and arbitration, the Partner making such request shall file for mediation pursuant to
the American Arbitration Association ("AAA).

6.3
Binding Nature. The determination of the arbitrators shall be final and binding on
the parties. Judgment upon the award rendered by the arbitrators may be entered in any court
having jurisdiction thereof.