Consensus One Venture Capital Limited Partnership Deed


ATTACHMENT B

DEED OF ACCESSION

The following provisions are to be included in the Deed of Accession if the party to the Deed of Accession is being admitted as a Limited Partner under clause 3.1 or 3.4(b).

DATED

PARTY

[insert name of person applying to be admitted as a Limited Partner under clause 3.1 or 3.4(b)] ABN [insert ABN] of [insert address][, as trustee of [insert name of trust]][, as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]][, as sub-custodian of [insert name of custodian] ABN [insert ABN] as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]][, as nominee of [insert name of custodian] ABN [insert ABN] as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]] (Applicant)
THIS DOCUMENT IS A DEED POLL MADE BY THE APPLICANT IN FAVOUR OF THE PARTNERS
1. PARTNERSHIP DEED
In this deed poll, Partnership Deed means the deed dated [insert date] between [insert name of Initial General Partner] and [insert name of Initial Limited Partner] as modified, or repealed and replaced, from time to time.
2. DICTIONARY
The dictionary in attachment C to the Partnership Deed:
(a) defines terms used in this deed poll; and
(b) sets out the rules of interpretation which apply to this deed poll.
3. APPLICATION
The Applicant applies to the General Partner to be admitted as a Limited Partner.
4. COVENANT
The Applicant covenants to be bound by and comply with the provisions of the Partnership Deed as a Limited Partner as from the admission of the Applicant as a Limited Partner.
5. CAPITAL COMMITMENT
The capital commitment of the Applicant to the Partnership is $[insert amount which is at least the amount specified in clause 4 of schedule A to the Partnership Deed].
6. [AGENT FOR SERVICE]
[The name and address of the agent for service of the Applicant for the purposes of the Partnership Deed is [insert details].]
The following provisions are to be included in the Deed of Accession if a party to the Deed of Accession is being admitted as a Limited Partner as a result of the Transfer of all of the Partnership Interest of a Limited Partner to the party under clause 4.3(d), 9.2, 9.4, 9.5, 9.6, 9.10, 9.11 or 9.12.

DATED
PARTIES
1. [insert name of Limited Partner which is Transferring all of its Partnership Interest to a person other than a Limited Partner] ABN [insert ABN] of [insert address][, as trustee of [insert name of trust]][, as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]][, as sub-custodian of [insert name of custodian] ABN [insert ABN] as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]][, as nominee of [insert name of custodian] ABN [insert ABN] as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]] (Transferor)
2. [insert name of person to whom all of the Partnership Interest of a Limited Partner is being Transferred] ABN [insert ABN] of [insert address][, as trustee of [insert name of trust]][, as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]][, as sub-custodian of [insert name of custodian] ABN [insert ABN] as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]][, as nominee of [insert name of custodian] ABN [insert ABN] as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]] (Transferee)
THIS DOCUMENT IS A DEED BETWEEN THE TRANSFEROR AND THE TRANSFEREE AND A DEED POLL BY THE TRANSFEROR AND THE TRANSFEREE IN FAVOUR OF THE OTHER PARTNERS
1. PARTNERSHIP DEED
In this deed and deed poll, Partnership Deed means the deed dated [insert date] between [insert name of Initial General Partner] and [insert name of Initial Limited Partner] as modified, or repealed and replaced, from time to time.
2. DICTIONARY
The dictionary in attachment C to the Partnership Deed:
(a) defines terms used in this deed and deed poll; and
(b) sets out the rules of interpretation which apply to this deed and deed poll.
3. TRANSFER
The Transferor transfers all of its Partnership Interest to the Transferee on admission of the Transferee as a Limited Partner.
4. TRANSFEROR
The Transferor ceases to be a Limited Partner on admission of the Transferee as a Limited Partner.
5. TRANSFEREE
On admission of the Transferee as a Limited Partner, the Capital Commitment, Participating Capital Contributions and the balance of the Capital Account of the Transferee will be equal to the Capital Commitment, Participating Capital Contributions and the balance of the Capital Account of the Transferor as at immediately before the cessation of the Transferor as a Limited Partner.
6. COVENANT
The Transferee covenants to be bound by and comply with the provisions of the Partnership Deed as a Limited Partner as from the admission of the Transferee as a Limited Partner.
7. [AGENT FOR SERVICE]
[The name and address of the agent for service of the Transferee for the purposes of the Partnership Deed is [insert details].]
The following provisions are to be included in the Deed of Accession if a party to the Deed of Accession is being admitted as a Limited Partner as a result of the Transfer of a proportion of the Partnership Interest of a Limited Partner to the party under clause 4.3(d) or 9.2.

DATED
PARTIES
1. [insert name of Limited Partner which is Transferring a proportion of its Partnership Interest to a person other than a Limited Partner] ABN [insert ABN] of [insert address][, as trustee of [insert name of trust]][, as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]][, as sub-custodian of [insert name of custodian] ABN [insert ABN] as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]][, as nominee of [insert name of custodian] ABN [insert ABN] as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]] (Transferor)
2. [insert name of person to whom a proportion of the Partnership Interest of a Limited Partner is being Transferred] ABN [insert ABN] of [insert address][, as trustee of [insert name of trust]][, as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]][, as sub-custodian of [insert name of custodian] ABN [insert ABN] as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]][, as nominee of [insert name of custodian] ABN [insert ABN] as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]] (Transferee)
THIS DOCUMENT IS A DEED BETWEEN THE TRANSFEROR AND THE TRANSFEREE AND A DEED POLL BY THE TRANSFEROR AND THE TRANSFEREE IN FAVOUR OF THE OTHER PARTNERS
1. PARTNERSHIP DEED
In this deed and deed poll, Partnership Deed means the deed dated [insert date] between [insert name of Initial General Partner] and [insert name of Initial Limited Partner] as modified, or repealed and replaced, from time to time.
2. DICTIONARY
The dictionary in attachment C to the Partnership Deed:
(a) defines terms used in this deed and deed poll; and
(b) sets out the rules of interpretation which apply to this deed and deed poll.
3. TRANSFER
The Transferor transfers [insert percentage]% of its Partnership Interest to the Transferee on admission of the Transferee as a Limited Partner.
4. TRANSFEROR AND TRANSFEREE
On admission of the Transferee as a Limited Partner:
(a) the Capital Commitment, Participating Capital Contributions and the balance of the Capital Account of the Transferor will decrease by the percentage referred to in clause 3 of this deed and deed poll; and
(b) the Capital Commitment, Participating Capital Contributions and the balance of the Capital Account of the Transferee will be equal to the amount of the decrease of the Capital Commitment, Participating Capital Contributions and the balance of the Capital Account of the Transferor under paragraph (a).
5. COVENANT
The Transferee covenants to be bound by and comply with the provisions of the Partnership Deed as a Limited Partner as from the admission of the Transferee as a Limited Partner.
6. [AGENT FOR SERVICE]
[The name and address of the agent for service of the Transferee for the purposes of the Partnership Deed is [insert details].]
The following provisions are to be included in the Deed of Accession if a party to the Deed of Accession is Transferring all of its Partnership Interest to another Limited Partner under clause 4.3(d), 9.2, 9.3, 9.5 or 9.6.

DATED
PARTIES
1. [insert name of Limited Partner which is Transferring all of its Partnership Interest to another Limited Partner] ABN [insert ABN] of [insert address][, as trustee of [insert name of trust]][, as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]][, as sub-custodian of [insert name of custodian] ABN [insert ABN] as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]][, as nominee of [insert name of custodian] ABN [insert ABN] as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]] (Transferor)
2. [insert name of Limited Partner to whom all of the Partnership Interest of another Limited Partner is being Transferred] ABN [insert ABN] of [insert address][, as trustee of [insert name of trust]][, as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]][, as sub-custodian of [insert name of custodian] ABN [insert ABN] as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]][, as nominee of [insert name of custodian] ABN [insert ABN] as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]] (Transferee)
THIS DOCUMENT IS A DEED BETWEEN THE TRANSFEROR AND THE TRANSFEREE AND A DEED POLL BY THE TRANSFEROR AND THE TRANSFEREE IN FAVOUR OF THE OTHER PARTNERS
1. PARTNERSHIP DEED
In this deed and deed poll, Partnership Deed means the deed dated [insert date] between [insert name of Initial General Partner] and [insert name of Initial Limited Partner] as modified, or repealed and replaced, from time to time.
2. DICTIONARY
The dictionary in attachment C to the Partnership Deed:
(a) defines terms used in this deed and deed poll; and
(b) sets out the rules of interpretation which apply to this deed and deed poll.
3. TRANSFER
The Transferor transfers all of its Partnership Interest to the Transferee on the later of:
(a) delivery of this deed and deed poll to the General Partner; and
(b) the giving of notice by the General Partner to the Transferor and the Transferee that the General Partner accepts this deed and deed poll.
4. TRANSFEROR AND TRANSFEREE
On the transfer of all of the Partnership Interest of the Transferor to the Transferee:
(a) the Capital Commitment, Participating Capital Contributions and the balance of the Capital Account of the Transferor will decrease to zero; and
(b) the Capital Commitment, Participating Capital Contributions and the balance of the Capital Account of the Transferee will increase by an amount equal to the Capital Commitment, Participating Capital Contributions and the balance of the Capital Account of the Transferor as at immediately before the transfer.
The following provisions are to be included in the Deed of Accession if a party to the Deed of Accession is Transferring a proportion of its Partnership Interest to another Limited Partner under clause 4.3(d) or 9.3.

DATED
PARTIES
1. [insert name of Limited Partner which is Transferring a proportion of its Partnership Interest to another Limited Partner] ABN [insert ABN] of [insert address][, as trustee of [insert name of trust]][, as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]][, as sub-custodian of [insert name of custodian] ABN [insert ABN] as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]][, as nominee of [insert name of custodian] ABN [insert ABN] as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]] (Transferor)
2. [insert name of Limited Partner to whom a proportion of the Partnership Interest of another Limited Partner is being Transferred] ABN [insert ABN] of [insert address][, as trustee of [insert name of trust]][, as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]][, as sub-custodian of [insert name of custodian] ABN [insert ABN] as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]][, as nominee of [insert name of custodian] ABN [insert ABN] as custodian of [insert name of trustee] ABN [insert ABN], as trustee of [insert name of trust]] (Transferee)
THIS DOCUMENT IS A DEED BETWEEN THE TRANSFEROR AND THE TRANSFEREE AND A DEED POLL BY THE TRANSFEROR AND THE TRANSFEREE IN FAVOUR OF THE OTHER PARTNERS
1. PARTNERSHIP DEED
In this deed and deed poll, Partnership Deed means the deed dated [insert date] between [insert name of Initial General Partner] and [insert name of Initial Limited Partner] as modified, or repealed and replaced, from time to time.
2. DICTIONARY
The dictionary in attachment C to the Partnership Deed:
(a) defines terms used in this deed and deed poll; and
(b) sets out the rules of interpretation which apply to this deed and deed poll.
3. TRANSFER
The Transferor transfers [insert percentage]% of its Partnership Interest to the Transferee on the later of:
(a) delivery of this deed and deed poll to the General Partner; and
(b) the giving of notice by the General Partner to the Transferor and the Transferee that the General Partner accepts this deed and deed poll.
4. TRANSFEROR AND TRANSFEREE
On the transfer of the percentage referred to in clause 3 of this deed and deed poll of the Partnership Interest of the Transferor to the Transferee:
(a) the Capital Commitment, Participating Capital Contributions and the balance of the Capital Account of the Transferor will decrease by that percentage; and
(b) the Capital Commitment, Participating Capital Contributions and the balance of the Capital Account of the Transferee will increase by an amount equal to the decrease of the Capital Commitment, Participating Capital Contributions and the balance of the Capital Account of the Transferor under paragraph (a).
The following provisions are to be included in the Deed of Accession if the party to the Deed of Accession is becoming the General Partner under clause 9.7 or 9.9.

DATED
PARTY
[insert name of general partner of Venture Capital Management Partnership (VCMP)] ABN [insert ABN] of [insert address] and [insert name of limited partner of VCMP, a trustee] ABN [insert ABN] of [insert address], as trustee of the [insert name of VCMP limited partner trust], together carrying on business as [insert firm-name of VCMP] (Applicant)
THIS DOCUMENT IS A DEED POLL BY THE APPLICANT IN FAVOUR OF THE PARTNERS
1. PARTNERSHIP DEED
In this deed and deed poll, Partnership Deed means the deed dated [insert date] between [insert name of Initial General Partner] and [insert name of Initial Limited Partner] as modified, or repealed and replaced, from time to time.
2. DICTIONARY
The dictionary in attachment C to the Partnership Deed:
(a) defines terms used in this deed and deed poll; and
(b) sets out the rules of interpretation which apply to this deed and deed poll.
3. APPLICATION
The Applicant applies to be admitted as a General Partner.
4. COVENANT
The Applicant covenants to be bound by and comply with the provisions of the Partnership Deed as a General Partner as from the admission of the Applicant as a General Partner.
EXECUTED as a deed[ and deed poll].
SIGNED on behalf of [insert name of party] by:

_________________________________
Signature of Director

_________________________________
Name of Director (print) 



_________________________________
Signature of Director/Secretary

_________________________________
Name of Director/Secretary (print)


SIGNED on behalf of [insert name of party] by:

_________________________________
Signature of Director

_________________________________
Name of Director (print) 



_________________________________
Signature of Director/Secretary

_________________________________
Name of Director/Secretary (print)


SIGNED SEALED AND DELIVERED by [insert name of party] in the presence of:

_________________________________
Signature of witness

_________________________________
Name of witness (print) 



_________________________________
Signature of [insert name of party]


SIGNED SEALED AND DELIVERED by [insert name of party] in the presence of:

_________________________________
Signature of witness

_________________________________
Name of witness (print) 



_________________________________
Signature of [insert name of party]

 

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