nagement Company. Such agreements may provide for the payment to such placement agents of either a one-time or ongoing fee based upon the value of the Interest of a Limited Partner introduced to the Partnership by such placement agent and/or on a portion of incentive allocations and management fees received by the Management

the prior written consent of the General Partner, and any attempt to do so shall be null and void. No assignment or transfer of all or any part of the Interest of a Limited Partner permitted to be made under this Agreement shall be binding upon the Partnership unless and until a duplicate original of such assignment or instrum