3. Rights, Privileges and Limitations. The Participant shall be the record owner of the Units unless or until they are automatically reacquired by the Partnership for no consideration pursuant to Section 2 hereof. Except as otherwise set forth in this Award or in the Partnership Agreement, the same rights, privileges, limitations and obligations applicable to the Units under the Partnership Agreement shall apply equally whether the Units are vested or unvested. As a condition to the grant of the Units pursuant to this Award, and by executing this Award and the omnibus joinder attached hereto as Exhibit B (to the extent the Participant has not previously executed the Partnership Agreement), the Participant agrees to be bound by the terms of the Partnership Agreement.
4. Participant Representations. In connection with the grant of the Units, the Participant represents the following to the Partnership:
(a) The Participant is aware of the Partnerships business affairs and financial condition and has acquired sufficient information about the Partnership to reach an informed and knowledgeable decision regarding the investment in (and/or acquisition of) the Units. The Participant is acquiring the Units as an investment for Participants own account only and not with a view to, or for sale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated pursuant thereto (the Securities Act).
(b) The Participant understands that the Units have not been registered under the Securities Act and that the Participant is investing in (and/or acquiring) the Units pursuant to a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Participants investment intent as expressed herein.
(c) The Participant is aware that the Participants investment in (and/or acquisition of) the Units, as applicable, is a speculative investment that has limited liquidity and is subject to the risk of complete loss.
(d) The Participant further acknowledges and understands that the Units must be held indefinitely unless the Units are subsequently registered under the Securities Act or an exemption from such registration is available. The Participant further acknowledges and understands that the Partnership is under no obligation to register the Units except as otherwise set forth in the Partnership Agreement.
(e) The Participant was not presented with or solicited by any form of general solicitation or general advertising, including, but not limited to, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media, or broadcast or television, radio or similar communications media, or presented at any seminar or meeting whose attendees were invited by any general solicitation or advertising.
(f) The Participant agrees to execute and deliver, contemporaneous with this Award, the omnibus joinder, attached hereto as Exhibit B, to the Partnership Agreement (to the extent that the Participant has not previously executed the Partnership Agreement).
(g) If the Participant is married, then the Participant warrants and represents that the spouse of the Participant has executed and will deliver, contemporaneous with delivery of this Award, the spousal consent attached hereto as Exhibit C.