EFTA01386114.pdf

AGP LP 519 Alpha Group Capital Paul Barrett LIMITED PARTNERSHIP AGREEMENT of ALKEON GROWTH PW PARTNERS, LP (amended and restated as of June 1, 2016) AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the 'Agreement") dated as of June 1, 2016 by and among ALKEON CAPITAL ADVISERS, LLC, as general partner (the "General Partner") and all the parties who sign copies of this Agreement to become limited partners (the "Limited Partners"). (The General Partner and the persons who sign as Limited Partners are sometimes collectively referred to as the "Partners.") ARTICLE I General Provisions Section 1.01 Formation. The parties hereto formed Alkeon Growth PW Partners, LP as a limited partnership (the "Partnership") pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act (the 'Act"). The existence of the Partnership commenced upon the filing with the Secretary of State of the State of Delaware of a Certificate of Limited Partnership in accordance with the provisions of the Act. Section 1.02 Partnership Name. The name of the Partnership is Alkeon Growth PW Partners, LP. Section 1.03 Purpose. The purpose of the Partnership is to serve as a fund through which the assets of its Partners are utilized to invest, hold and trade in securities and other financial instruments and rights and options relating thereto. Section 1.04 Registered Office and Agent for Service of Process. The registered office of the Partnership shall be at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 and the registered agent for service of process shall be the Corporation Service Company. Section 1.05 Place of Business. The principal place of business of the Partnership shall be at 350 Madison Avenue, New York, New York 10017 or at such place as the General Partner shall determine from time to time. Section 1.06 Fiscal Year and Fiscal Periods. The fiscal year of the Partnership shall end on December 31 of each year, subject to change by the General Partner from time to time. A new fiscal period ("Fiscal Period") shall commence on the first day of each fiscal year, on each date of any capital contribution to the Partnership and on each date next following the date of any withdrawal of capital or retirement from the Partnership, and the prior Fiscal Period shall end on the date immediately preceding such date of commencement of a new Fiscal Period. Section 1.07 Liability of the Limited Partners. Except as expressly provided in the Act, the Limited Partners shall not be liable for any liabilities, or for the payment of any debts and obligations, of the Partnership. Section 1.08 Assignability of Limited Partnership Interest. The limited partnership interest of a Limited Partner in the Partnership or any beneficial interest therein may not be assigned, in whole or in part, except with the consent thereto of the General Partner given in its sole discretion. Upon CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0087665 CONFIDENTIAL SDNY_GM_00233849 EFTA01386114