Consensus One Venture Capital Limited Partnership Deed


SCHEDULE E

POWER OF ATTORNEY

(a) Each Limited Partner irrevocably appoints the General Partner from time to time and each Officer of that General Partner, as the attorney of the Limited Partner, with full power and authority in the name and place of the Limited Partner, to do any of the following or anything incidental to the following:

(i) execute and deliver any document that the General Partner is entitled to request under clause 2.9 (Documents and lodgings);

(ii) exercise any rights under clause 4.3 (Consequences of default), including the Transfer of any of the Partnership Interest of the Limited Partner to any other person and to complete and sign any documents under hand or under seal on behalf of the Limited Partner which the General Partner requires to give effect to a Transfer of any of the Partnership Interest of the Limited Partner;

(iii) [exercise any obligations of a Limited Partner under clause 9.12 (Drag along rights of Limited Partners), including the Transfer of all of the Partnership Interest of the Limited Partner to any other person under clause 9.12 and to complete and sign any documents under hand or under seal on behalf of the Limited Partner which the General Partner requires to give effect to a Transfer of the Partnership Interest of the Limited Partner;]

(iv) execute, record and lodge all documents and instruments which are necessary or appropriate to amend the Register in accordance with this deed;

(v) execute a document amending this deed in accordance with clause 8.16 (Amendment of this deed);

(vi) realise an Investment of the Partnership for the purpose of satisfying an indemnity under this deed;

(vii) exercise any rights of the Partnership in respect of an Investment, including a right to vote attaching to any shares held by or on behalf of the Partnership; 

(viii) execute and deliver any deed or agreement under which:

A. a person covenants to be bound by or comply with the provisions of this deed as a Partner; and

B. the Limited Partner agrees that the person may enforce the provisions of this deed against it;

(ix) do any other act that the General Partner or an Appointee is authorised to do under this deed; and

(x) stamp and register this power of attorney if required.

(b) The General Partner may exercise or concur in exercising its powers under paragraph (a) even if the General Partner has a conflict of duty in exercising powers or has a direct or personal interest in the means or result of that exercise of powers.

(c) Each Limited Partner must on request by the General Partner:

(i) ratify and confirm whatever the General Partner lawfully does or lawfully causes to be done under paragraph (a); and

(ii) give to the General Partner any power of attorney, instrument of transfer or other instrument that the General Partner reasonably requires for the purpose of paragraph (a).

(d) The power of attorney under paragraph (a) is not affected by the bankruptcy, insolvency, death, disability or other legal incapacity of a Limited Partner.

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