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and Associated Property,stock,bonds,financial instruments,partnerships,joint ventures and limited <br /> liability companies,for the purpose of making a profit,increasing wealth,and providing a means for <br /> the Family to become knowledgeable of,manage,and preserve Family Assets;(ii)to engage in any <br /> and all activities related or incidental to such business;(iii)to undertake any business and investment <br /> activity permitted in the Act that can be carried on by a limited liability limited partnership;and(iv) <br /> to enter into, make and perform all such contracts and other undertakings, and engage in all such <br /> activities and transactions,as the General Partners may deem necessary or advisable for the carrying <br /> out of the foregoing purposes in accordance with the Act. The Partnership may exercise any and all <br /> powers and may undertake any and all activities necessary or connected with this purpose, which <br /> may be legally undertaken by limited partnerships under the Act. <br /> 1.6 Family Goals. The Partnership will accomplish the following Family Goals: <br /> (i) manage Family Assets including without limitation, the Property and Associated Property; (ii) <br /> maintain control of Family Assets; (iii) consolidate fractional interests in Family Assets; <br /> (iv) increase Family wealth; (v) establish a method by which annual gifts can be made without <br /> fractionalizing Family Assets;(vi)continue the ownership of Family Assets and restrict the right of <br /> non-Family to acquire interests in Family Assets; (vii) provide protection to Family Assets from <br /> claims of future creditors against Family members;(viii)prevent the transfer of a Family member's <br /> interest in the Partnership as a result of a failed marriage;(ix)provide flexibility in business planning <br /> not available through trusts,corporations,or other business entities;(x)facilitate the administration <br /> and reduce the cost associated with the disability or probate of the estate of Family members; <br /> (xi) promote the Family's knowledge of and communication about Family Assets; (xii) provide <br /> resolution of any disputes which may arise among the Family in order to preserve family harmony <br /> and avoid the expense and problems of litigation;(xi ii)to protect the conservation values of selected <br /> property against development; (xiv) to provide recreational and educational experiences that will <br /> serve to educate our clients and employees to appreciate and become aware of the beauty, history, <br /> and wildlife of the Sylvan Dale Valley and its environs; and (xv) to promote the continued use of <br /> appropriate sections of the property and Associated Property for ranching, dude ranching, and <br /> associated recreational and educational activities, first by encouraging Family members of <br /> succeeding generations to continue to own and operate them, and second, if that is not possible, to <br /> transfer appropriate sections of the Property and Associated Property to a charitable entity that would <br /> operate the facilities in a way that is compatible with current uses. <br /> 1.7 Additional Agreements. As a condition to remaining or becoming a Partner under <br /> this Agreement,each descendant of Mayme I.Jessup hereby agrees to enter into a Marital Agreement <br /> prior to marriage(if not currently married)or a Post-Marital Agreement(if currently married)with <br /> his or her spouse which sets forth that any interest in this Partnership,together with any appreciation <br /> thereon, currently owned or hereafter acquired by such descendant shall not be considered marital <br /> property of such descendant, whether acquired before or after marriage, and that the descendant's <br /> spouse waives all rights to such interest upon the descendant's death or divorce from the descendant. <br /> If an existing partner does not enter into such an agreement with his or her spouse within ninety(90) <br /> days after signing this Agreement, the Partnership shall have the right to purchase such partner's <br /> interest pursuant to the provisions of section 9.2(b)(iv)(First Option)of this Agreement. The term <br /> 462364.9 1/2/02 3 <br />