AMENDMENT NO. 9 TO THE LIMITED PARTNERSHIP AGREEMENT OF FRANKS INTERNATIONAL C.V. [Deemed Capital Contributions & Substitution of Limited Partner] THIS AGREEMENT (AMENDMENT AGREEMENT NO. 9) IS MADE EFFECTIVE AS PER THE 26TH DAY OF AUGUST 2016 (AMENDMENT 9 DATE)

BETWEEN:

these companies hereinafter each also referred to as a “Party” and jointly as the “Parties”.

The Parties have furthermore agreed that the above referenced contribution by FINV to the C.V. shall be deemed to be a contribution by FINV to FILP, upon which

As a result of the transfer of the Transferred Interest, MH withdraws as limited partner of the C.V. and FINV is admitted as limited partner of the C.V. and shall fully succeed MH as limited partner of the C.V. in relation to the Transferred Interest, and any and all rights, titles and interest of MH in the C.V. in relation to the Transferred Interest.

The provisions of the Amendment Agreement No. 8 are hereby modified in order to update the partnership agreement to reflect the changes as of the Amendment 9 Date. The complete text of the terms and conditions of their relationship as partners of the C.V. as modified in connection with the above, now reads as follows.

In this Agreement and the recitals hereto the following expressions shall have the meaning set opposite them:

the foregoing whether or not in collaboration with third parties and inclusive of the performance and promotion of all activities which directly and indirectly relate to those objects, all this in the broadest sense, provided, however, that it shall not itself engage in businesses in the Netherlands.

Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the C.V. to possess any purpose or power, or to do any act or thing, forbidden by law to a limited partnership formed under the laws of the Netherlands.

(other than a Limited Partner) to enter into and perform any document, agreement or instrument on behalf of the C.V.

 

As per the Amendment 2 Date, FIM has made a (non-cash) contribution to the C.V., consisting of convertible preferred shares in the capital of FINV, the FIBV Receivable and the OER Receivable (the FIBV Receivable and the OER Receivable as defined in the Amendment Agreement No. 2).

As per the Amendment 5 Date, FIM has made a contribution to the C.V. of an amount of USD 2,227 which amount shall be paid by FIM to the bank account of the C.V.

As per the Amendment 1 Date, FILP has made a (non-cash) contribution to the C.V., consisting of its membership interest in Frank's International Coöperatief U.A.) and all its intercompany balances with FI Coop and/or its subsidiaries, it being understood, however, that a portion of such contribution is deemed to be a contribution by FILP to FIM and subsequently a contribution by FIM to the C.V.

As per the Amendment 4 Date, FILP has made a contribution to the C.V. of an amount of USD 299,468,341 (representing a portion of the net proceeds from the initial public offering of FINV Common Shares) which amount shall be paid by FILP to the bank

account of the C.V., it being understood, however, that a portion of such contribution is deemed to be a contribution by FILP to FIM and subsequently a contribution by FIM to the C.V.

As per the Amendment 5 Date, FILP has made a contribution to the C.V. of an amount of USD 1,653,333 which amount shall be paid by FILP to the bank account of the C.V.

As per the Amendment 6 Date, FILP is deemed to have made a contribution to the C.V., representing an amount equal to the value of the 953,597 shares of common stock issued on the Amendment 6 Date by FINV, in relation to the vesting of restricted stock units, it being understood, however, that a portion of such contribution is deemed to be a contribution by FILP to FIM and subsequently a contribution by FIM to the C.V.

As per the Amendment 7 Date, FILP is deemed to have made a contribution to the C.V., representing an amount equal to the value of the 93,632 shares of common stock issued during the past period, in relation to the vesting of restricted stock units, it being understood, however, that a portion of such contribution is deemed to be a contribution by FILP to FIM and subsequently a contribution by FIM to the C.V.

As per the Amendment 8 Date, FILP is deemed to have made a contribution to the C.V., representing an amount equal to the value of the 1,089,921 shares of common stock issued during 2015, in relation to the vesting of restricted stock units, it being understood, however, that a portion of such contribution is deemed to be a contribution by FILP to FIM and subsequently a contribution by FIM to the C.V.

As per the Amendment 9 Date, FILP is deemed to have made a contribution to the C.V., representing an amount equal to the value of the 1,637,302 shares of common stock issued during 2016, in relation to the vesting of restricted stock units, it being understood, however, that a portion of such contribution is deemed to be a contribution by FILP to FIM and subsequently a contribution by FIM to the C.V.

    

As per the Amendment 9 Date, MH has transferred its limited partnership interest to FINV and has withdrawn as limited partner, and FINV has been admitted as limited partner and succeeded MH in respect of MH’s limited partnership interest.

Solely for the purpose of United States federal income tax purposes, the C.V. shall maintain a capital account for each partner in accordance with Exhibit A, which reflects the

agreement of the partners regarding certain United States tax matters.

The Partners agree that each Partner’s Percentage Interest as of the date hereof is as follows:

services contributed (or deemed contributed) to the C.V. by such Partner divided by the net fair market value of the cash, property or services contributed (or deemed contributed) by all the Partners. For purposes of this calculation, (i) each Partner that owns an interest in the C.V. immediately prior to such subsequent contribution will be deemed to have made an aggregate contribution to the C.V. equal to its Percentage Interest (as in effect immediately prior to the redetermination) of the net fair market value of the C.V. immediately prior to such subsequent contribution and (ii) in connection with an offering of stock by FINV, the proceeds of such offering that FINV contributes to the C.V. will be deemed to include all the expenses of such offering and the C.V. will be treated as paying all of the expenses of the offering directly to each service provider.

 

Distributions on a non pro rata basis may be declared subject to the approvals required by Article 12.

(including allocations provided for in Section A-5(b) of Exhibit A), to the extent not taken into account in prior periods, and (z) assuming that such Partner is subject to tax at the highest applicable rate, reduced by (ii) all other distributions made to such Partner in respect of the period for which the Assumed Tax Liability is calculated.

The C.V. may withhold distributions or portions thereof if it is required to do so by any applicable rule, regulation or law, and each Partner hereby authorizes the C.V. to withhold from and pay on behalf of or with respect to such Partner any amount of taxes that the Managing Partner determines that the C.V. is required to withhold and pay with respect to any amount distributable or allocable to such Partner pursuant to this Agreement. Except with respect to amounts that a Partner contributes to the C.V. upon the request of the Managing Partner, any amounts withheld pursuant to this Section 7.3.3 shall be treated as having been distributed to such Partner for all purposes of this Agreement at the time such withholding is made. To the extent that the cumulative amount of such withholding for any period exceeds the distributions to which such Partner is entitled for such period, the amount of such excess shall be considered a loan from the C.V. to such Partner, with interest accruing at the primary rate of interest then publicly quoted by JPMorgan Chase Bank or at the request of the Managing Partner, the amount of such excess shall be promptly paid to the C.V. by the Partner on whose behalf such withholding is required to be made, provided that any such payment shall not be treated as a Capital Contribution and shall not reduce the amount that a Partner is otherwise obligated to contribute to the C.V. Any income from any deemed loan shall not be allocated to or distributed to the Partner requiring such loan. Any such loan shall be satisfied out of distributions to which such Partner would otherwise be subsequently entitled until such time as the Managing Partner requests that the Partner pay such amount to the C.V. Each Partner hereby agrees to indemnify and hold harmless the C.V., the other Partners and the Managing Partner from and against any liability (including any liability for taxes, penalties, additions to tax or interest) with respect to income attributable to or distributions or other payments to such Partner.

If the C.V.’s affairs are not terminated, the provisions governing this limited partnership may be amended to reflect the new legal relationship, which has arisen between the Remaining Partners (and any newly admitted Partners).

Unless the parties make deviating arrangements, any valuations required for determining the sum of money to be paid to the Resigning Partner shall be carried out by three experts, whose valuations shall be binding upon all parties. The expert(s) shall be appointed by the parties in mutual consultation.

Article 6 shall similarly apply to the approval of the liquidation accounts.

Any payments to be made by the General Partner to cover any liquidation deficit pursuant to Article 8.11 shall be made within one month from the date on which the liquidation accounts are established.

The Partners or any of their respective designated representatives, in person or by attorney or other agent, shall, upon written demand stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose any of the books or records of the C.V.; provided, that for purposes of this sentence, a proper purpose shall mean any purpose reasonably related to such person’s interest as a Partner. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the Partner. The demand shall be directed to the C.V. at its registered office or at its principal place of business.

affiliates and any of their respective officers, directors, agents, shareholders, members, partners, affiliates and subsidiaries (other than the C.V. and its subsidiaries) (each, a “Business Opportunity Exempt Party”). The C.V. renounces any interest or expectancy of the C.V. in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to any Business Opportunity Exempt Party. No Business Opportunity Exempt Party who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the C.V. shall have any duty to communicate or offer such opportunity to the C.V. No amendment or repeal of this Article 13.3 shall apply to or have any effect on the liability or alleged liability of any Business Opportunity Exempt Party for or with respect to any opportunities of which any such Business Opportunity Exempt Party becomes aware prior to such amendment or repeal. Any Person purchasing or otherwise acquiring any interest in any FINV shares or interests in the C.V. shall be deemed to have notice of and consented to the provisions of this Article 13.3. Neither the alteration, amendment or repeal of this Article 13.3, nor the adoption of any provision inconsistent with this Article 13.3, shall eliminate or reduce the effect of this Article 13.3 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article 13.3, would accrue or arise, prior to such alteration, amendment, repeal or adoption. Notwithstanding the foregoing, a Business Opportunity Exempt Party who is a director or officer of the Managing Partner and who is offered a business opportunity of the Managing Partner reasonably determined by the party receiving the opportunity to be expressly in his or her capacity as a director or officer of the Managing Partner shall be obligated to communicate and offer such business opportunity to the Managing Partner and the Managing Partner and the C.V. do not renounce any such opportunity. Nothing this Article 13.3 shall limit the confidentiality obligations set forth in Article 11 or any fiduciary obligations of the directors of the Managing Partner.

 

liability asserted against him or her and incurred by him or her in any such capacity, whether or not the C.V. would have the power to indemnify such person against such liability under this Article 14.

this Article 14 with respect to the resulting or surviving company as he or she would have with respect to such constituent company if its separate existence had continued. For purposes of this Article 14, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the C.V.” shall include any service as a manager, officer, employee or agent of the C.V. that imposes duties on, or involves services by, such manager, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the C.V.” as referred to in this Article 14.

The notices given pursuant to this Agreement shall be in writing and shall be sufficiently given if delivered by hand (or sent by first class mail) to the recipient at the address set out below. Any notice sent by hand shall be deemed effective at the time of receipt; any notice sent by mail shall be deemed effective seven days after the date on which it was sent.

to FIM:

Frank’s International Management B.V.

Attn. Managing Director

Mastenmakersweg 1

1786 PB Den Helder

The Netherlands

to FILP:

Frank's International LP B.V.

Attn. Managing Director

Mastenmakersweg 1

1786 PB Den Helder

The Netherlands

to FINV:

Frank's International N.V.

Attn. Managing Director

Mastenmakersweg 1

1786 PB Den Helder

The Netherlands

IN WITNESS WHEREOF this Agreement was executed on the dates written below, with effect as per August 26, 2016.

By co-signing this Amendment Agreement No. 9 to the partnership agreement of the C.V., the following party, of which the C.V. directly is a partner, confirms its prior consent to:

represented by its general partner Frank's International GP, LLC

on its turn represented by:

A-1.    Definitions. Capitalized words and phrases used in this Exhibit A have the respective meanings ascribed to them in Amendment No. 5 to The Limited Partnership Agreement of Frank’s International C.V. dated effective October 14, 2013 (the “Agreement”) except as otherwise provided below. As used in this Exhibit A, the following terms shall have the following meanings:

“Adjusted Capital Account” means the capital account maintained for each Partner, (a) increased by any amounts that such Partner is obligated to restore or is treated as obligated to restore under Treasury Regulation Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5)), and (b) decreased by any amounts described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) with respect to such Partner. The foregoing definition of “Adjusted Capital Account” is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and 1.704-2 and shall be interpreted consistently therewith.

“Allocation Period” means the period (a) commencing on the date hereof or, for any Allocation Period other than such first Allocation Period, the day following the end of a prior Allocation Period and (b) ending (A) on the last day of each Fiscal Year, (B) on the day preceding any day in which an adjustment to the Book Value of the C.V.’s properties pursuant to clause (b)(i), (ii), (iii) or (v) of the definition of Book Value occurs, (C) immediately after any day in which an adjustment to the Book Value of the C.V.’s properties pursuant to clause (b)(iv) of the definition of Book Value occurs, or (D) on any other date determined by the Managing Partner.

“Book Value” means, with respect to any property or Obligation of the C.V., such property’s adjusted basis or such Obligation’s adjusted issue price for U.S. federal income tax purposes, except as follows:

(a)    The initial Book Value of any property contributed by a Partner to the C.V. shall be the fair market value of such property as determined by the Managing Partner as of the date of such contribution.

(b)    The initial Book Value of any Obligation assumed, or taken subject to, by the C.V. from a Partner in connection with a contribution to the C.V. subject to Code Section 721 shall be the Gross Liability Value of such Obligation as determined by the Managing Partner as of the date of such assumption or taking subject to.

(c)    The Book Values of all properties shall be adjusted to equal their respective fair market values as determined by the Managing Partner in connection with (i) the acquisition of an interest (or additional interest) in the C.V. by any new or existing Partner in exchange for more than a de minimis Capital Contribution to the C.V. or in exchange for the performance of more than a de minimis amount of services to or for the benefit of the C.V., (ii) the distribution by the C.V. to a Partner of more than a de minimis amount of property as consideration for an interest in the C.V., (iii) the liquidation of the C.V., including within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g)(1) (other than pursuant to Code Section 708(b)(1)(B)), or (iv) any other event to the extent determined by the Managing Partner to be permitted and necessary to properly reflect Book Values in accordance with the standards set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(q); provided that adjustments pursuant to clauses (i), (ii) and (iv) above shall be made only if the Managing Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the C.V.

(d)    The Book Value of property distributed to a Partner shall be adjusted immediately prior to the distribution to equal the fair market value of such property as determined by the Managing Partner as of the date of such distribution and the Book Value of any Obligation of the C.V. that is assumed, or taken subject to, by a Partner in connection with a distribution of property to the Partner in a transaction subject to Code Section 731 shall be adjusted immediately prior thereto to equal the Gross Liability Value of such Obligation as of the date it is assumed or taken subject to by such Partner.

(e)    The Book Value of all property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining capital accounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m) and clause (f) of the definition of Profits or Losses or Section A-4(h); provided, however, that the Book Value of property shall not be adjusted pursuant to this clause (e) to the extent that the Managing Partner reasonably determines an adjustment pursuant to clause (c) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (e).

(f)    The Book Value of each Obligation of the C.V. shall be adjusted to equal the obligation’s Gross Liability Value as determined by the Managing Partner at such times as an adjustment to the Book Value of property of the C.V. is made pursuant to clause (c) hereof..

(g)    If the Book Value of property has been determined or adjusted pursuant to clauses (a), (c) or (e) hereof, such Book Value shall thereafter be adjusted by the Depreciation taken into account with respect to such property for purposes of computing Profits and Losses and other items allocated pursuant hereto.

(h)    If the Book Value of an Obligation of the C.V. has been determined or adjusted pursuant to clauses (b) or (f) hereof, such Book Value shall thereafter be adjusted based on the method adopted under subparagraph (g) of the definition of “Profits” and “Losses” to determine the extent to which the Book Value of such Obligation is treated as satisfied or otherwise taken into account.

“Capital Contribution” means, with respect to any Partner, the amount of money, and the initial Book Value of any property contributed to the C.V. by such Partner, in accordance with Article IV; provided that any deemed contribution pursuant to Article 4.4(b)(i) shall not be treated as a Capital Contribution for purposes of determining the Partners’ capital accounts and instead the revaluation of the property and Obligations of the C.V. pursuant to the definition of “Book Value” and the resulting adjustment of the Partners’ capital accounts hereunder shall be made in a manner consistent with the provisions of Article 4.4(b)(i). Any reference to the Capital Contributions of a Partner will include the Capital Contributions made by a predecessor holder of such Partner’s interest in the C.V. to the extent the Capital Contribution was made in respect of interest in the C.V. Transferred to such Partner.

“Code” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law.)

“Depreciation” means, for each Allocation Period an amount equal to the depreciation, amortization or other cost recovery deduction allowable for U.S. federal income tax purposes with respect to property for such Allocation Period, except that (a) with respect to any such property the Book Value of which differs from its adjusted tax basis for U.S. federal income tax purposes and which difference is being eliminated by use of the “traditional method with curative allocations” pursuant to Treasury Regulation Section 1.704-3(d), Depreciation for such Allocation Period shall be the amount of book basis recovered for such Allocation Period under the rules prescribed by Treasury Regulation Section 1.704-3(c), and (b) with respect to any other such property the Book Value of which differs from its adjusted tax basis at the beginning of such Allocation Period, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the U.S. federal income tax depreciation, amortization, or other cost recovery deduction for such Allocation Period bears to such beginning adjusted tax basis; provided that if the adjusted tax basis of any property at the beginning of such

Allocation Period is zero dollars ($0.00), Depreciation with respect to such property shall be determined with reference to such beginning value using any reasonable method selected by the Managing Partner.

“Economic Risk of Loss” has the meaning set forth in Treasury Regulation Section 1.752-2(a).

“Fiscal Year” means the fiscal year of the C.V. which shall end on December 31 of each calendar year unless, for U.S. federal income tax purposes, another fiscal year is required. The C.V. shall have the same fiscal year for U.S. federal income tax purposes and for accounting purposes.

"Gross Liability Value" means, with respect to any Obligation of the C.V., the amount of cash that a willing assignor would pay to a willing assignee to assume such Obligation in an arm's-length transaction.

“Minimum Gain” has the meaning assigned to that term in Treasury Regulation Section 1.704- 2(d).

“Nonrecourse Deduction” has the meaning assigned to that term in Treasury Regulation Section 1.704-2(b).

“Obligation” has the meaning assigned to that term in Treasury Regulation Section 1.752- 1(a)(4)(ii).

“Partner Nonrecourse Debt” has the meaning assigned to the term “partner nonrecourse debt” in Treasury Regulation Section 1.704-2(b)(4).

“Partner Nonrecourse Debt Minimum Gain” has the meaning assigned to the term “partner nonrecourse debt minimum gain” in Treasury Regulation Section 1.704-2(i)(2).

“Partner Nonrecourse Deduction” has the meaning assigned to the term “partner nonrecourse deduction” in Treasury Regulation Section 1.704-2(i)(1).

“Profits” or “Losses” means, for each Allocation Period, an amount equal to the C.V.’s taxable income or loss for such period as computed for U.S. federal income tax purposes, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(a)    Any income of the C.V. that is exempt from U.S. federal income tax and not otherwise taken into account in computing Profits and Losses pursuant to this definition of “Profits” and “Losses” shall be added to such taxable income or loss;

(b)    Any expenditures of the C.V. described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses,” shall be subtracted from such taxable income or loss;

(c)    In the event the Book Value of any asset is adjusted pursuant to clause (c) or clause (d) of the definition of Book Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Book Value of the asset) or an item of loss (if the adjustment decreases the Book Value of the asset) from the disposition of such asset and shall, except to the extent allocated pursuant to Section A-4, be taken into account for purposes of computing Profits or Losses;

(d)    In the event the Book Value of any Obligation is adjusted pursuant to clause (d) or clause (f) of the definition of Book Value, the amount of such adjustment shall be treated for purposes

hereof as an item of loss (if the adjustment increases the Book Value of such Obligation) or an item of gain (if the adjustment decreases the Book Value of such Obligation);

(e)    Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for U.S. federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

(f)    In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation;

(g)    In determining Profits and Losses, income, gain, deduction or loss resulting from the satisfaction of, or accrual for federal income tax purposes of items with respect to, an Obligation of the C.V. with a Book Value that differs from its adjusted issue price (if any) shall be computed by reference to the Book Value of such Obligation, with the extent to which the Book Value of such Obligation is treated as satisfied or otherwise taken into account being determined under any reasonable method adopted by the Managing Partner;

(h)    To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining capital account balances as a result of a distribution other than in liquidation of a Partner’s interest in the C.V., the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(i)    Any items that are allocated pursuant to Section A-4 shall not be taken into account in computing Profits and Losses, but such items available to be specially allocated pursuant to Section A-4 will be determined by applying rules analogous to those set forth in subparagraphs (a) through (g) above.

“Treasury Regulations” means the income tax regulations promulgated under the Code, as they may be amended from time to time.

A-2.    Capital Accounts. A capital account shall be established and maintained for each Partner in accordance with the requirements of Treasury Regulation Section 1.704-1(b)(2)(iv). Each Partner’s capital account (a) shall be increased by (i) the amount of money contributed by such Partner to the C.V., (ii) the Book Value of property contributed by such Partner to the C.V. (net of the Gross Liability Value of any Obligations secured by the contributed property that the C.V. is considered to assume or take subject to under Code Section 752 or would be considered to have assumed or taken subject to for purposes of Code Section 752 if such Obligation were a liability for purposes of Code Section 752), (iii) allocations to such Partner of Profits and any other items of income or gain allocated to such Partner, and (iv) the Gross Liability Value of any Obligation assumed (or deemed assumed) by the Partner that would not otherwise be taken into account under subparagraph (b)(iii) of this Section A-2 and (b) shall be decreased by (i) the amount of money distributed to such Partner by the C.V., (ii) the Gross Liability Value of any Obligation assumed (or deemed assumed) by the C.V. that would not otherwise be taken into account under subparagraph (a)(ii) of this Section A-2, (iii) the Book Value of property distributed to such Partner by the C.V. (net of the Gross Liability Value of any Obligations secured by the distributed property that such Partner is considered to assume or take subject to under Code Section 752 or would be considered to have assumed or taken subject to for purposes of Code Section 752 if such Obligation were a liability for purposes of Code Section 752), and (iv) allocations to such Partner of Losses and any other items of loss or deduction allocated to such Partner. The Partners agree that the initial capital account balances of each Partner shall be in the amount as set forth in Exhibit B. On the transfer of all or part of a Partner’s interest in the C.V., the capital account of the transferor that is attributable to the transferred interest in the C.V. shall carry over to the transferee Partner in accordance

with the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv)(l). For purposes of this Section A-2, in connection with the contribution or distribution of an interest in an entity that is disregarded for U.S. federal income tax purposes, liabilities of such entity shall be treated as secured by the property of that entity. For purposes of determining each partner’s capital account in connection with an offering of stock by FINV, the principles set forth in Section 4.4(b) of the Agreement shall apply. As set forth in Article 4.5(b) of the Agreement, in connection with the issuance of stock in FINV to an employee or other service provider for services rendered to or for the benefit of FICV, that section shall apply for the purposes of maintaining capital accounts.

A-3.    Allocations of Profits and Losses. After giving effect to the allocations under Section A-4.1, Profits and Losses (and to the extent determined by the Managing Partner to be necessary and appropriate to achieve the resulting capital account balances described below, any allocable items of gross income, gain, loss and expense includable in the computation of Profits and Losses) for each Allocation Period shall be allocated among the Partners during such Allocation Period, in such a manner as shall cause the capital accounts of the Partners (as adjusted to reflect all allocations under Section A-4 and all distributions through the end of such Allocation Period) to equal, as nearly as possible, (a) the amount such Partners would receive if all assets of the C.V. on hand at the end of such Allocation Period were sold for cash equal to their Book Values, all Obligations of the C.V. were satisfied in cash for an amount equal to their Book Values (limited in the case of non-recourse debt to the Book Value of the property securing such debt), and all remaining or resulting cash were distributed to the Partners in accordance with their Percentage Interests minus (b) such Partner’s share of Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Partner is treated as obligated to contribute to the C.V., computed immediately after the hypothetical sale of assets.

A-4.    Special Allocations. The following allocations shall be made in the following order:

(a)    Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to the Partners as determined by the Managing Partner, to the extent permitted by the Treasury Regulations.

(b)    Partner Nonrecourse Deductions Attributable to Partner Nonrecourse Debt. Partner Nonrecourse Deductions attributable to Partner Nonrecourse Debt shall be allocated to the Partners bearing the Economic Risk of Loss for such Partner Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Partner bears the Economic Risk of Loss for such Partner Nonrecourse Debt, the Partner Nonrecourse Deductions attributable to such Partner Nonrecourse Debt shall be allocated among the Partners according to the ratio in which they bear the Economic Risk of Loss. This Section A-4(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.

(c)     Partner Minimum Gain Chargeback. Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for an Allocation Period (or if there was a net decrease in Minimum Gain for a prior Allocation Period and the C.V. did not have sufficient amounts of income and gain during prior periods to allocate among the Partners under this Section A-4(c)), items of income and gain shall be allocated to each Partner in an amount equal to such Partner’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section A-4(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

(d)    Partner Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any provision hereof to the contrary except Section A-4(c) (dealing with Minimum Gain), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain for an Allocation Period (or if there was a net decrease in Partner Nonrecourse Debt Minimum Gain for a prior Allocation Period and the C.V. did not have sufficient amounts of income and gain during prior periods to allocate among the Partners under this Section A-4(d), items of income and gain shall be allocated to each Partner in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain (as

determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section A-4(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(e)     Notwithstanding any provision hereof to the contrary except Section A-4(a) and Section A-4(b), no Losses or other items of loss or expense shall be allocated to any Partner to the extent that such allocation would cause such Partner to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account) at the end of such Allocation Period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section A-4(e) shall be allocated to the Partners who do not have a deficit balance in their Adjusted Capital Accounts in proportion to their relative positive Adjusted Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Partner to have a deficit in its Adjusted Capital Account.

(f)    Qualified Income Offset. Notwithstanding any provision hereof to the contrary except Section A-4(c) and Section A-4(d), a Partner who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Allocation Period) in an amount and manner sufficient to eliminate any deficit balance in such Partner’s Adjusted Capital Account as quickly as possible; provided that an allocation pursuant to this Section A-4(f) shall be made only if and to the extent that such Partner would have deficit Adjusted Capital Account balance after all other allocations provided for in this Exhibit A have been tentatively made as if this Section A-4(f) were not in this Agreement. This Section A-4(f) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(g)    Gross Income Allocation. In the event that any Partner has a deficit balance in its Adjusted Capital Account at the end of any Allocation Period, such Partner shall be allocated items of C.V. gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section A-4(g) shall be made only if and to the extent that such Partner would have a deficit balance in its capital account after all other allocations provided for in this Exhibit A have been tentatively made as if Section A-4(f) and this Section A-4(g) were not in this Exhibit A.

(h)     Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any C.V. properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining capital accounts as the result of a distribution to any Partner in complete liquidation of such Partner’s interest in the C.V., the amount of such adjustment to capital accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Partners in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Treasury Regulation Section applies, or to the Partner to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

A-5.    Income Tax Allocations.

(a)    All items of income, gain, loss and deduction for U.S. federal income tax purposes shall be allocated in the same manner as the corresponding item is allocated pursuant to Section 6.01 or Section A-4, except as otherwise provided in this Section A-4.

(b)    In accordance with the principles of Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values), income, gain, deduction and loss with respect to any C.V. property or Obligations having a Book Value that differs from such property’s adjusted tax basis or adjusted issue price, respectively, for U.S. federal income tax purposes shall, solely for U.S. federal income tax

purposes, be allocated among the Partners in order to account for any such difference using the “traditional method with curative allocations” under Treasury Regulation Section 1.704-3(c) or such other method or methods as determined by the Managing Partner to be appropriate and in accordance with the applicable Treasury Regulations.

(c)    Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulations Sections 1.1245-1(e) and 1.1254-5, to the Partners who received the benefit of such deductions (taking into account the effect of allocations under Code Section 704(c)), and (ii) recapture of grants credits shall be allocated to the Partners in accordance with applicable law.

(d)    Tax credits of the C.V. shall be allocated among the Partners as provided in Treasury Regulation Sections 1.704‑1(b)(4)(ii) and 1.704‑1(b)(4)(viii).

(e)    Allocations pursuant to this Section A-4 are solely for purposes of U.S. federal, state, and local taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any Partner’s capital account or share of Profits, Losses, other items or distributions pursuant to any provision of this Exhibit A or the Agreement.

A-6.    Other Allocation Rules.

(a)    All items of income, gain, loss, deduction and credit allocable to an interest in the C.V. that may have been Transferred shall be allocated between the Transferor and the Transferee based on the portion of the Fiscal Year during which each was recognized as the owner of such interest, without regard to the results of C.V. operations during any particular portion of that year and without regard to whether cash distributions were made to the Transferor or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the Treasury Regulations thereunder.

(b)    The Partners’ proportionate shares of the “excess nonrecourse liabilities” of the C.V., within the meaning of Treasury Regulation Section 1.752-3(a)(3), shall be allocated to the Partners in any manner determined by the Managing Partner and permissible under the Treasury Regulations.

(c)    The allocations set forth in Sections A-3, A-4, A-5 and the preceding provisions of this Section A-6 are intended to comply with the Treasury Regulations. If the Managing Partner determines that a Partner’s capital account or the allocations to a Partner are not in compliance with the Treasury Regulations, the Managing Partner is authorized to make any appropriate adjustments.

A-7.    Tax Matters Partner; Section 754 Election; Tax Classification.

(a)    Tax Matters Partner. The “Tax Matters Partner” (as such term is defined in Section 6231(a)(7) of the Code) of the C.V. shall be the General Partner. The Tax Matters Partner shall use commercially reasonable efforts to comply with the responsibilities outlined in Sections 6221 through 6233 of the Code (including the Regulations promulgated thereunder) and shall have any powers necessary to perform fully in such capacity. In such regard, the Tax Matters Partner’s authority shall include the authority to (i) prepare and file all tax returns of the C.V., (ii) make such elections under the Code and other relevant tax laws in a manner consistent with the provisions of this Exhibit A as to the treatment of items of C.V. income, gain, loss and deduction, (iii) determine which items of cash outlay are to be capitalized or treated as current expenses, (iv) select the method of accounting and bookkeeping procedures to be used by the C.V., and (v) represent the C.V. before taxing authorities and courts in tax matters affecting the C.V. and the Partners in their capacity as such and shall keep the Partners informed of any such administrative and judicial proceedings. The Tax Matters Partner shall be entitled to be reimbursed by the C.V. for all costs and expenses incurred by it in connection with any administrative or judicial proceeding affecting tax matters of the C.V. and the Partners in their capacity as such and to be indemnified by the C.V. (solely out of C.V. assets) with respect to any action brought against it in connection with any judgment in or settlement of any such proceeding. Any Partner who

enters into a settlement agreement with respect to any C.V. item shall notify the Tax Matters Partner of such settlement agreement and its terms within 30 days after the date of settlement. This Section A-7(a) shall survive any termination of this Exhibit A or the C.V.

(a)    Section 754 Election. In the event of a transfer of an interest in the C.V. as permitted pursuant to this Exhibit A or a distribution of property to a Partner, the Tax Matters Partner shall cause the C.V. to make a timely election (a “Section 754 Election”) under Section 754 of the Code.

(b)    Classification as a Partnership. The parties hereto intend the C.V. be classified as a Partnership for United States federal income tax purposes effective as of the date of formation. The General Partner shall not elect to have the C.V. classified as an association taxable as a corporation for United States federal income tax purposes pursuant to Regulation section ###-###-####-3. The Tax Matters Partner shall, for and on behalf of the C.V., take all steps as may be required to maintain the C.V.’s classification as a Partnership for federal income tax purposes, including affirmatively electing to classify the C.V. as a Partnership by timely executing and filing Internal Revenue Service Form 8832 effective as of the date of formation of the C.V. By incorporating this Exhibit A into the Agreement, each of the parties hereto consents to the authority of the Tax Matters Partner to make any such election and shall cooperate in the making of such election (including providing consents and other authorizations that may be required). The C.V. shall not, with respect to the partnership interests in the C.V., “participate” (within the meaning of Regulation section 1.7704-1(d)(1)) in the establishment of an “established securities market” (within the meaning of Regulation section 1.7704-1(b)) or a “secondary market or the substantial equivalent thereof” (within the meaning of Regulation section 1.7704-1(c)) or, in either case, the inclusion of the partnership interests in the C.V. thereon.