SECTION 296

Equity interests may be transferred only with the consent of all the partners. However, the articles of association may providethat: 1) interestsheld by limited partners shall be freelytransferablebetween partners; 2) interestsheld by limited partners may be transferredto 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; P. 90 of 267 3) ageneral partner may transfer a fraction of hisinterests 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 interestsmade in breach of the first paragraph of this article or, where applicable, provisions ofthe articles of association in accordance with the second paragraph of this article shall be null.