0001193125-06-188214 Sample Contracts

JOINT FILING AGREEMENT
Joint Filing Agreement • September 11th, 2006 • Metropolitan Capital Advisors Inc • Electromedical & electrotherapeutic apparatus

THIS JOINT FILING AGREEMENT (this “Agreement”) is made and entered into as of this 7th day of September, 2006 among Metropolitan SPV, L.P., a Delaware limited partnership; Metropolitan SPV GP, L.L.C., a Delaware limited liability company; Bedford Falls Investors, L.P., a Delaware limited partnership; Metropolitan Capital Advisors, L.P., a Delaware limited partnership; Metropolitan Capital Advisors, Inc., a New York corporation; Metropolitan Capital Partners II, L.P., a New York limited partnership; KJ Advisors, Inc., a New York corporation; Metropolitan Capital Advisors International Limited, a British Virgin Islands international business company; Metropolitan Capital Partners III, L.P., a Delaware limited partnership; Metropolitan Capital III, Inc., a Delaware corporation; Metropolitan Capital Advisors Select Fund, L.P., a Delaware limited partnership; Metropolitan Capital Select, L.L.C., a Delaware limited liability company; Jeffrey E. Schwarz, a citizen of the United States of Amer

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AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • September 11th, 2006 • Metropolitan Capital Advisors Inc • Electromedical & electrotherapeutic apparatus • Delaware

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, made the 22nd day of August, 2006 by and among Metropolitan SPV GP, LLC, a Delaware limited liability company (the “General Partner”) (individually, a “General Partner,” or collectively with all other persons who may become additional general partners, the “General Partner”), Jeffrey Schwarz, as initial limited partner (the “Initial Limited Partner”) and each and all of those persons whose names are subscribed hereto as limited partners (individually, a “Limited Partner” or collectively, the “Limited Partners”).

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