SECTION 296

Equity interests may be transferred only with the consent of all the partners. However, the articles of association may provide that: 1) interests held by limited partners shall be freely transferable between partners; 2) interests held by limited partners may be transferred to third parties outside the company with the consent of all the general partners and the majority in number and in capital of the limited partners; 3) a general partner may transfer a fraction of his interests to a limited partner or a third party outside the partnership with the consent of all the general partners and the majority in number and in capital of the limited partners. Any transfer of interests made in breach of the first paragraph of this article or, where applicable, provisions of the articles of association in accordance with the second paragraph of this article shall be null.