Consensus One Venture Capital Limited Partnership Deed


ATTACHMENT G

EXAMPLE OF DRAG ALONG RIGHTS OF LIMITED PARTNERS

This example entitles the General Partner with approval by a specified majority of Limited Partners to require the sale of all of the Partnership Interests of the Limited Partners.

(a) Each Limited Partner must Transfer its Partnership Interest to another person if:

(i) (notice) the General Partner has given prior notice of at least [20] Business Days to each Limited Partner that the Limited Partner must Transfer its Partnership Interest to the person;

(ii) (approval) the Transfer and the terms of the Transfer have been approved in good faith by the General Partner and by [Special Majority Resolution][Limited Partners with at least [90]% of the total of the Capital Commitments of the Limited Partners];

(iii) (armís length) the Transfer and the terms of the Transfer are at armís length with the other person;

(iv) (other person) the other person is not a Limited Partner or an Associate of a Limited Partner;

(v) (cash consideration) the amount of the cash consideration for the Transfer by the Limited Partner is equal to the total of each amount of cash consideration for a Transfer of the Partnership Interest of a Limited Partner to the other person under this paragraph (a) multiplied by the proportion of the Capital Commitment of the Limited Partner as at immediately before the Transfer to the total of the Capital Commitments of the Limited Partners as at immediately before the Transfer;

(vi) (terms) the other terms of the Transfer by the Limited Partner are the same as or substantially similar to each of the other terms of the Transfer of the Partnership Interest of a Limited Partner to the other person under this paragraph (a);

(vii) (Transfer) the Transfer is effected by way of a Transfer of all of the Partnership Interest of the Limited Partner to the other person;

(viii) (information and documents) the other person has provided any information and executed and delivered any documents to the General Partner or any person specified by the General Partner, which the General Partner reasonably considers to be necessary or desirable to effect the Transfer of all of the Partnership Interest of the Limited Partner to the other person, including to procure amendment of the Register to remove the Limited Partner as a Limited Partner and to record the other person as a Limited Partner; and

(ix) (Deed of Accession) the other person executes a Deed of Accession which is delivered to the General Partner, and the General Partner notifies the Limited Partner and the other person that the General Partner accepts the Deed of Accession subject to its execution by the Limited Partner and its delivery to the General Partner.

(b) If a Limited Partner is required to Transfer its Partnership Interest under paragraph (a), must within 2 Business Days after being requested to do so by the General Partner:

(i) (Deed of Accession) execute the Deed of Accession referred to in paragraph (a)(ix) and deliver it to the General Partner; and

(ii) (information and documents) provide any information and execute and deliver any documents to the General Partner or any person specified by the General Partner, which the General Partner reasonably considers to be necessary or desirable to effect the Transfer of all of the Partnership Interest of the Limited Partner to the other person referred to in paragraph (a), including to procure amendment of the Register to remove the Limited Partner as a Limited Partner and to record the other person as a Limited Partner.

(c) On satisfaction of the conditions in paragraph (a) in respect of the Limited Partner which is required to Transfer its Partnership Interest to another person, the General Partner must use all reasonable endeavours to procure amendment of the Register to:

(i) remove the Limited Partner as a Limited Partner; and

(ii) record the other person referred to in paragraph (a) as a Limited Partner.

html version © Consensus Pty Ltd