Consensus One Venture Capital Limited Partnership Deed


SCHEDULE B

MANAGEMENT FEE

1. MANAGEMENT FEE

For a period, the greater of:

(a) zero; and

(b) the following amount:

(i) an estimate at the beginning of the period by the General Partner of the Base Amount for the period [less the Offset Amount for the period]; plus

(ii) the total amounts by which the General Partner has underestimated the Base Amount for any previous period [less the Offset Amount for the previous periods]; less

(iii) the total amounts by which the General Partner has overestimated the Base Amount for any previous period [less the Offset Amount for the previous periods].

2. BASE AMOUNT

Either:

(a) until the end of the Final Closing Date, [insert percentage]% per annum of the Adjusted Capital Commitments from time to time accruing daily on the basis of a 365 day year from the Initial Closing Date; or

(b) as from after the Final Closing Date, [insert percentage]% per annum of the Adjusted Capital Commitments from time to time accruing daily on the basis of a 365 day year from the Initial Closing Date and calculated as if each increase in the total of the Capital Commitments of the Limited Partners occurred on the Initial Closing Date.

3. ADJUSTED CAPITAL COMMITMENTS

The total of the following amounts:

(a) the total of the Capital Commitments from time to time of the Limited Partners;

(b) the total of each amount by which a Capital Contribution under clause 3.4(b)(iv) or (c)(iii) or 4.1(a)(ii) exceeds the amount referred to in clause 3.4(b)(iv)(A) or (c)(iii)(A) or 4.1(a)(ii)(A) respectively; and

(c) the total amount of the Capital Contributions under clause 4.3(a)(v)(A)(IV) or (V),

less the total of the following amounts:

(d) the total amount of distributions under clause 1(a) of schedule C other than from the proceeds of an Investment (other than a Liquidity Investment) which has been realised in cash by the Partnership (other than as an Investment Swap); and

(e) the Acquisition Cost of an Investment (other than a Liquidity Investment) which:

(i) has been realised in cash by the Partnership (other than as an Investment Swap); or

(ii) is from time to time written-off in the accounts of the Partnership.

4. [OFFSET AMOUNT]

[For any period, the total of the following amounts:

(a) the total amount of fees received during the period by executives of the General Partner or of a general partner of the General Partner for acting as directors appointed by the Partnership in connection with any Investment; and

(b) [insert details of any other fees that are to be offset against the management fee].]

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