Common use of Limited Transferability Of Units Requires That Investment Be Considered Long Term Clause in Contracts

Limited Transferability Of Units Requires That Investment Be Considered Long Term. It is highly unlikely that a public trading market will develop for the Units offered hereby. Article VII of the Partnership Agreement imposes substantial restrictions upon transferability of Units (See "SUMMARY OF LIMITED PARTNERSHIP AGREEMENT and "TRANSFER OF UNITS"). In addition, the Partnership Agreement does not provide for the buy-back or repurchase of Units by the Partnership or the General Partners, although it does provide for a limited right to withdraw capital from the Partnership after one year from the date of purchase if a ten percent (10%) early withdrawal penalty is paid on the sum withdrawn or after five years from the date of purchase without penalty if the capital is withdrawn over twenty (20) equal quarterly installments or longer as requested by the Limited Partner or as determined by the General Partners in light of available cash flow. Notwithstanding the five (5) years (or longer) withdrawal period, the General Partners may liquidate all or part of a Limited Partner's capital account in four equal quarterly installments subject to a ten percent (10%) withdrawal penalty applicable to any sums withdrawn prior to the time when such sums could have been withdrawn pursuant to the five (5) year or longer withdrawal period (See "SUMMARY OF THE LIMITED PARTNERSHIP AGREEMENT - Withdrawal from Partnership"). Limited Partners may not, therefore, be able to liquidate their investments in the event of an emergency before the five year period without the ten percent (10%) penalty and any such liquidation is subject to certain restrictions, including the availability of cash. There is no assurance that the value of Units for purposes of this withdrawal in any way reflects the fair market value of the Units. In addition, Units may not be readily accepted as collateral for a loan. Consequently, the purchase of Units should be considered only as a long-term investment.