Assignor hereby sells, assigns, transfers and conveys to Assignee, its successors and assigns, the 5% Percentage Interest, including all right and interest in and to the Partnership’s assets, liabilities, rights to future profits, and management rights as such relate to the 5% Percentage Interest, which assignment shall be effective as of June, 1, 1999 (“Effective Date”), in consideration of $7,527,760.00, as such may be adjusted pursuant to the Letter Agreement between Assignee and Assignor dated June 4, 1999.