C1 01 The Deed

Consensus One Venture Capital Limited Partnership Deed

THE DEED

DATED

PARTIES

1. [insert name of general partner of Venture Capital Management Partnership (VCMP)] ABN [insert ABN] of [insert address] and [insert name of limited partner of VCMP, a trustee] ABN [insert ABN] of [insert address], as trustee of the [insert name of VCMP limited partner trust], together carrying on business as [insert firm-name of VCMP] (Initial General Partner)

2. [insert name of Initial Limited Partner] ABN [insert ABN] of [insert address] (Initial Limited Partner)

This deed contemplates a Venture Capital Management Partnership (VCMP) as the General Partner. For the purposes of the Partnership Act and the Register, each partner of the VCMP is a general partner of the Partnership.
Each Limited Partner must be a an individual or a legal entity. If a person enters into or accedes to this deed as partner of another partnership, unless the partners of that other partnership are recorded on the Register as limited partners of the Partnership, they may not have limited liability.
The Partnership is formed with the Initial Limited Partner as the sole limited partner. Additional limited partners are to be admitted at the Initial Closing, permitting the Initial Limited Partner to retire at that time.

BACKGROUND

The Partnership is registered under the Partnership Act as a limited partnership with:

(a) each partner of the Initial General Partner as a general partner of the Partnership;

(b) the Initial Limited Partner as the sole limited partner of the Partnership;

(d) the address specified in clause 2 of schedule A as the registered office of the Partnership.

THE PARTIES AGREE

1. DICTIONARY

The dictionary in attachment C:

(a) defines some of the terms used in this deed; and

(b) sets out the rules of interpretation which apply to this deed.

THE DEED CONTINUES

SECTIONS 1-18, SCHEDULES A-G, ATTACHMENTS A-G

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