Subject to option by other general partners to purchase

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Subject to option by other general partners to purchase. A general partner's individual interest may be sold and transferred, provided however, that any general partner desiring to dispose of his or her contribution or investment, or any part shall first offer it to the other general partners at the book value or at some other price as may be agreed on, and if at the expiration of _________ days from the offer the other general partners do not desire to acquire the interest at the book value, or at another price, he or she shall give _________ days' written notice of intention to so sell or assign. Written notice is to be posted up at the _________ of the partnership not less than _________ days, and a copy left with each of the other general partners. The general partner shall be required to accept the book value of the interest of the general partner offered for disposition from any limited partner and in default of this offer the interest of the general partner, or any part may be assigned and transferred at the highest price obtainable from any other person acceptable to a majority of the general partners. Any general partner shall have the right to dispose of all of his or her contribution or proportionate share of the capital of the partnership, or any part by the provisions of a will, or by assignment in writing, designating the assignee or successor in interest, and the amount or part of share assigned or transferred. This instrument shall be of controlling effect in the event of the death, insanity or inability of a general partner to participate in the conduct of the business. The retirement, death or insanity of any general partner or limited partners shall not cause a dissolution, but the surviving general partner, or partner shall have the right to continue the business with all of the property of the limited partnership, provided, however, that in that event, and within _________ days after the happening of this event, the interest of the general partner becoming deceased, disqualified or unable to act in the affairs of the limited partnership (and in default of the execution of a will or assignment as set forth, upon written demand of any limited or general partner, posted up at the general office of the limited partnership), may be put up for disposition and sale, and may be acquired by any general or limited partner upon the terms provided for in a previous article of this agreement, provided, however, that any other arrangement for the transfer of the interest of any part of a general partner, may be made by and with the consent of the limited partners, represented by the committee of attorneys-in-fact. The assignee or legatee of any general partner shall not succeed and become a general partner unless all of the general partner's share or interest in the limited partnership has been assigned or bequeathed to one person, and the general partners remaining accept this person as a general partner with the consent of a majority of the limited partners expressed by the committee of attorneys-in-fact.

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