Consensus One Venture Capital Limited Partnership Deed


13. MANAGEMENT FEE

13.1 Entitlement to the Management Fee 
13.2 Adjustment on termination of this deed

13.1 Entitlement to the Management Fee

The General Partner may receive, for its own benefit or the benefit of a person it determines, from the assets of the Partnership:

(a) at any time on or after the later of the Initial Closing Date and the date on which the General Partner becomes the General Partner, the Management Fee for the period from (and including) the later of those dates to (and including) the end of the earliest Quarter ending at least 3 calendar months after the later of those dates; and

(b) at any time on or after the beginning of a subsequent Quarter commencing before the earlier of termination of this deed and the date on which the General Partner ceases to be the General Partner, the Management Fee for the Quarter.

13.2 Adjustment on termination of this deed

On the date of termination of this deed:

(a) the Partnership must pay to the General Partner, the amount (if any) by which the total of the fees received by the General Partner under clause 13.1 (Entitlement to the Management Fee) on or before the termination of this deed is less than the total of the Base Amount for the period from (and including) the date on which the General Partner became the General Partner to (and including) the date of the termination of this deed; or

(b) the General Partner must repay to the Partnership the amount (if any) by which the total of the fees received by the General Partner under clause 13.1 (Entitlement to the Management Fee) on or before the termination of this deed exceeds the total of the Base Amount for the period from (and including) the date on which the General Partner became the General Partner to (and including) the date of termination of this deed.

html version Consensus Pty Ltd