Consensus One Venture Capital Limited Partnership Deed


10. DURATION AND TERMINATION OF THE PARTNERSHIP

10.1 Dissolving events 
10.2 Extension of the term of the Partnership 
10.3 Winding up of the Partnership 

10.1 Dissolving events

(a) The Partnership continues until it is dissolved.

(b) The Partnership is immediately dissolved on the earlier of:

(i) the date specified in clause 20 of schedule A, subject to cause 10.2 (Extension of the term of the Partnership); and

(ii) when a Special Majority Resolution is passed, after 5 years since the Partnership became a Venture Capital Limited Partnership, to dissolve the Partnership.

(c) The General Partner must promptly notify each Limited Partner of dissolution of the Partnership.

10.2 Extension of the term of the Partnership

The General Partner may, with approval by Majority Resolution, on up to two occasions, extend the date of dissolution of the Partnership by 1 year, provided that on each occasion, the date of dissolution is not extended to a date which is later than 15 years after the Partnership became a Venture Capital Limited Partnership.

10.3 Winding up of the Partnership

(a) On dissolution of the Partnership:

(i) the General Partner must wind up the business of the Partnership, liquidate the Investments, and pay the debts, liabilities and claims against the Partnership;

(ii) the Partnership must not engage in any further business other than as may be necessary to wind up the business of the Partnership, liquidate the Investments, pay the debts, liabilities and claims against the Partnership and distribute Investments; and

(iii) the General Partner must establish any reserves which the General Partner reasonably considers to be necessary for the payment of any contingent or unforeseen obligation of the Partnership.

(b) Subject to paragraph (c), distributions in a liquidation may be made in cash or other property, or partly in cash and partly in other property.

(c) Distributions of property other than cash may be:

(i) subject to reasonable conditions and restrictions necessary or advisable in the discretion of the General Partner in order to preserve the value of the property so distributed; and

(ii) made only with approval by Special Majority Resolution.

(d) The General Partner must allocate the Partnership Profit or Partnership Loss (as relevant) and make adjustments to Capital Accounts of Partners in accordance with clause 5 (Partnership Profits and Losses).

(e) Any property (other than cash) distributed to a Partner after dissolution of the Partnership must for the purposes of the distribution be valued in accordance with clause 7.5 (Valuation of Investments).

(f) The proceeds from the liquidation of an Investment must be applied and distributed by the end of the Financial Year in which liquidation occurs (or, if later, within 120 days after the liquidation):

(i) first, to creditors of the Partnership and any Partners to whom the Partnership is indebted, in the order of priority as provided by applicable law; and

(ii) then, in accordance with clause 1 of schedule C.

(g) To the extent permitted by applicable law, any deficit in the Capital Account of a Partner on dissolution of the Partnership is not an asset of the Partnership and the Partner is not required to contribute the amount of the deficit to the Partnership to bring the balance of the Capital Account of the Partner to zero.

(h) No premium paid as part of a Capital Contribution by a Limited Partner is liable to be repaid except as provided in this deed.

(i) This deed terminates on distribution of all of the Investments under this clause 10.3.

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