Consensus One Venture Capital Limited Partnership Deed


SCHEDULE A

GENERAL

1. FIRM-NAME

[insert name], A Limited Partnership.

2. REGISTERED OFFICE

[insert address].

3. PARTNERSHIP ACT

The [Partnership Act 1892 (NSW)].

4. MINIMUM INDIVIDUAL CAPITAL COMMITMENT

$[insert amount].

5. MINIMUM TOTAL CAPITAL COMMITMENTS

$[insert amount of at least $20,000,000].

6. MAXIMUM TOTAL CAPITAL COMMITMENTS

$[insert amount].

7. FINAL CLOSING DATE

The earlier of:

(a) the date of which the General Partner gives notice to the Limited Partners as the final date on which persons may be admitted as Limited Partners or Capital Commitments of Limited Partners may be increased under clause 3.4 (Admission of additional Limited Partners and increases in Capital Commitments); and

(b) [insert number] months after the Initial Closing Date (or any later date approved by Special Majority Resolution).

8. INITIAL PAID-UP PROPORTION

[insert percentage]%.

9. CALL NOTICE PERIOD

[10] Business Days.

10. LATE CAPITAL PREMIUM RATE

[7]% per annum.

11. DEFAULT PREMIUM RATE

[18]% per annum.

12. DEFAULT CONTRIBUTION

[insert percentage]% of the Capital Commitment of the Defaulting Limited Partner.

13. END OF FINANCIAL YEAR

[30 June].

14. INVESTMENT PERIOD

The period from (and including) the Initial Closing Date to (and including) [insert number] years after the Initial Closing Date.

15. CAPITAL CALL RELIEF EVENT

The occurrence of:

(a) an Insolvency Event in respect of the General Partner[; or]

(b) [a Key Personnel Change in respect of the General Partner until the Key Personnel Change is approved by the Advisory Committee or by [Special] Majority Resolution].

16. KEY PERSONNEL CHANGE

In respect of the General Partner:

(a) if the General Partner is the Initial General Partner or an Affiliate of the Initial General Partner, the death, disability, other termination of employment, non commencement of employment, or absence of full-time service for more than 4 consecutive months (excluding any period of absence of full-time service while on maternity leave, jury service or military service), with the General Partner of any [insert number] or more of the following:

(i) [insert name of key manager];

(ii) [insert name of key manager]; and

(iii) any other person approved by the Advisory Committee or by [Special] Majority Resolution as a replacement of any person under sub-paragraphs (i) to (iii);

(b) if paragraph (a) does not apply and the General Partner has become the General Partner pursuant to a Special Majority Resolution under this deed or is an Affiliate of a General Partner which became the General Partner pursuant to a Special Majority Resolution under this deed, the death, disability, other termination of employment, or absence of full-time service for more than 4 consecutive months (excluding any period of absence of full-time service while on maternity leave, jury service or military service), with the General Partner of such number (as approved by the Advisory Committee or by [Special] Majority Resolution) or more of any of the following:

(i) persons employed by the General Partner and approved by the Advisory Committee or by [Special] Majority Resolution; and

(ii) any other person approved by the Advisory Committee or by [Special] Majority Resolution as a replacement of any person under sub-paragraph (i) or (ii); and

(c) if paragraphs (a) and (b) do not apply, the death, disability, other termination of employment, or absence of full-time service for more than 4 consecutive months (excluding any period of absence of full-time service while on maternity leave, jury service or military service), with the General Partner of such number (as approved by the Advisory Committee or by [Special] Majority Resolution) or more of any of the following:

(i) persons employed by the General Partner and approved by the Advisory Committee or by [Special] Majority Resolution; and

(ii) any other person approved by the Advisory Committee or by [Special] Majority Resolution as a replacement of any person under sub-paragraph (i) or (ii).

17. FUND ESTABLISHMENT EXPENSE LIMIT

$[insert amount] (plus any GST).

18. FINANCIAL ACCOMMODATION LIMIT

[insert percentage]% of the total of the Capital Commitments of the Limited Partners.

19. NON-COMPETITION PERIOD

The earlier of the date of the end of the Investment Period and the earliest date on which the Paid-Up Proportion is at least [insert percentage]%.

20. TERMINATION DATE

[10] years after the Final Closing Date.

21. STATE

[insert state], Australia.

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