APPENDIX 16

LIMITED PARTNERSHIP AGREEMENT

RELATING TO
THE ABCD (PRIVATE EQUITY FUND) L.P.

Contents

Clause Page

1. Interpretation .................................................................................................................
2. Establishment and Registration of the Partnership ........................................................
3. Purpose ...........................................................................................................................
4. Name ...............................................................................................................................
5. Location of Registered Office/Principal Place of Business ..............................................
6. Commencement and Duration .......................................................................................
7. Liabilities of the Partners and the Partnership ...............................................................
8. Admission of Limited Partners and Subsequent Limited Partners ..................................
9. Capital Contributions ......................................................................................................
10. Appointment of Manager ...............................................................................................
11. Authority and Powers of the Manager ...........................................................................
12. Authority and Powers of the GP .....................................................................................
13. GP Management and Performance Fee and Expenses ...................................................
14. Partnership Accounts and Allocation ..............................................................................
15. Distributions ....................................................................................................................
16. Assignment of Rights and Obligations of the GP ............................................................
17. Assignment of Interests of Limited Partners ..................................................................
18. Meetings of the Partnership ...........................................................................................
19. Withdrawal of Interests of Partners ...............................................................................
20. Termination of the Partnership ......................................................................................
21. Accounts, Reports and Valuations ..................................................................................
22. Audit ................................................................................................................................
23. Exemption from liability and Indemnities .......................................................................
24. Miscellaneous Tax Matters .............................................................................................
25. Notices ............................................................................................................................
26. Governing Law and Jurisdiction ......................................................................................
27. Execution in Counterpart ................................................................................................

Schedule 1: Not reproduced.

Form of Application for Subscription .......................................................................................

Schedule 2: Not reproduced

Subscription Agreement …………..……………………………………………………………………..…………………
THIS LIMITED PARTNERSHIP AGREEMENT made this --- day of ------------- [date]

BETWEEN

(1) ABC Corp., a company incorporated in [jurisdiction] with its registered office situated at
[address] (hereinafter referred to as the ‘General Partner’) of the first part, and

(2) XYZ of [address] (hereinafter referred to as ‘the Initial Limited Partner’) of the second part

RECITALS

(A) The parties hereto have agreed to form this Partnership to conduct investment business.

(B) The Partnership will be registered as a limited partnership in [jurisdiction] under the [applicable
legislation].

(C) The General Partner will be responsible for the operation of the Partnership and the conduct
and management of its business, in accordance with this Partnership Agreement.

(D) The parties agree that the General Partner may delegate any or all of its functions under this
Partnership Agreement to a Manager and may replace that manager from time to time.

(E) Further participation in the Partnership will be sought from investors who will, upon acceptance
by the Manager, become Limited Partners and be treated as parties to this Partnership
Agreement.

NOW IT IS HEREBY AGREED as follows:

1. INTERPRETATION

In this Partnership Agreement, the following terms have the following meanings:

Accounting Date means 31 December, or such other date as the Manager may determine

Accounting Period means a period ending on and including an Accounting Date and, in the case
of:
(a) the first Accounting Period, beginning on the date of commencement of the Partnership;
and
(b) the last Accounting Period, ending on the date on which the Partnership is terminated

Auditors means [auditing firm] or such other auditors as may be selected by the Manager under
Para 22

Capital Account has the meaning given in Para 14.1

Capital Contribution means, in relation to a Limited Partner, the amount shown in the books of
the Partnership as contributed by such Limited Partner to the capital of the Partnership
Capital Gain means, in relation to an Investment, the amount (if any) by which the proceeds of
disposal of that Investment, after deduction of allowable expenses of the Partnership
associated with that disposal, exceed the Acquisition Cost of that Investment

Capital Loss means, in relation to an Investment, the amount (if any) by which the Acquisition
Cost of that Investment exceeds the proceeds of disposal of that Investment, after deduction
of allowable expenses of the Partnership associated with that disposal

Capital Proceeds means amounts reasonably determined by the Manager to be in the nature
of capital proceeds and available for distribution by the Partnership

Fee Period means each period ending on a Quarter Date

Final Closing Date means six months after the date of this Partnership Agreement

General Partner Fee means the fee referred to in Para 13

Interest means the interest of a Partner in the Partnership, including its Participation and all
other rights which it has in or in relation to the Partnership

Investment means any investment (including, [list])

Investment Guidelines means the investment guidelines and policies of the Partnership as set
out in the Private Placement Offering Memorandum

Limited Partner means any person who becomes a Limited Partner under Para 8 and any
Substitute Limited Partner who acquires rights and assumes obligations in succession to a
Limited Partner

Limited Partners’ Ordinary Consent means the written consent of Limited Partners who hold
Participations which exceed 50% of Total Participations

Limited Partner’s Proportion means, in relation to any Limited Partner, the proportion that the
Participation of that Limited Partner bears to Total Participations

Limited Partners’ Special Consent means the written consent of Limited Partners who hold
Participations which equal or exceed 75% of Total Participations

Manager means [the fund manager] or its successor appointed as manager of the Partnership

Net income means the amount calculated by the Manager according to the following formula:

Net Income = I minus E minus L; where:

I= the gross income of the Partnership, being amounts (other than Capital Gains)
determined by the Manager to be in the nature of income
E= expenses of a revenue nature of the Partnership; and
L= losses of the Partnership (other than Capital Losses and allowable expenses included
in the Acquisition Costs of Investments and expenses associated with the disposal of
investments)
 Net income loss means the amount determined where the calculation of Net Income,
disregarding the proviso in that calculation, produces an amount less than zero

Partner means the General Partner or any of the Limited Partners, as the context requires

Partnership means the limited partnership governed by this Partnership Agreement (as may be
amended from time to time)

Private Placement Memorandum means the private placement memorandum prepared in

connection with the Partnership (as may be amended from time to time)

Quarter Date means each of 31 March, 30 June, 30 September and 31 December in every year

Restrictions on Transfer has the meaning set out in Para 17.3

Substitute Limited Partner means a person admitted pursuant to Para 17 as a Limited Partner
as the successor to all or part of the rights and liabilities of a Limited Partner in respect of such
Limited Partner’s Interest

Total Participations means the aggregate amount for the time being of all the Limited Partners’
Capital Contributions

Value means in relation to an Investment, the value of such Investment as determined in good
faith by the Manager in accordance with the [applicable] Guidelines.

2. ESTABLISHMENT AND REGISTRATION OF THE PARTNERSHIP

2.1 The Partnership shall be a limited partnership and the General Partner shall register it pursuant
to the [limited partnership legislation], and the General Partner shall notify the Registrar of any
change which may occur in the filed particulars.

2.2 The General Partner shall be the general partner of the Partnership, who shall conduct the
general business of the Partnership in accordance with the provisions of this Partnership
Agreement. All other Partners shall be Limited Partners, and shall not (either themselves or by
the legal representative of any deceased, adjudicated bankrupt or adjudicated incompetent
limited partner) have any right to participate in or control the business or affairs of the
Partnership or have any right or authority to act for or to bind the Partnership.

3. PURPOSE

3.1 The purpose of the Partnership is to carry on the business outwith the jurisdiction of registration
(other than as may be necessary for the carrying on of such business) of an investor and in
particular but without limitation to identify, research, negotiate, make and monitor the
progress of, and sell, realise or exchange investments which shall include but shall not be limited
to the purchase, subscription, acquisition, sale and disposal of stocks, shares, bonds,
debentures, and other private equity securities in unlisted companies, and collective
investment vehicles that invest in unlisted companies, with the principal objective of providing
Partners with a high overall, absolute rate of return by means of capital growth.
3.2 The Partnership (acting through the General Partner or the Manager) may execute and perform
all contracts and engage in all activities and transactions as may in the opinion of the Manager
be advisable in to carry out the foregoing purposes, subject to and in accordance with the
provisions of this Agreement and the Investment Guidelines.

4. NAME

The business of the Partnership shall be carried on under the name of ABCD (Private Equity
Fund) L.P. or such other name as the General Partner may determine and notify to the Registrar
provided it complies with the law of [the jurisdiction of registration].

5. LOCATION OF REGISTERED OFFICE [PRINCIPAL PLACE OF BUSINESS]

The registered office [principal place of business] of the Partnership is situated at [address] or
such other place as the General Partner may determine and notify to the Registrar.

6. COMMENCEMENT AND DURATION

The Partners shall be partners in the Partnership as from the date of their admission to the
Partnership and, unless dissolved earlier, the Partnership shall continue until the expiry of ten
years from the Final Closing Date when it shall terminate in accordance with the provisions of
Para 20.

7. LIABILITIES OF THE PARTNERS AND THE PARTNERSHIP

7.1 In the event of the Partnership becoming unable to pay its debts, the liability of each Limited
Partner is limited to the amount of its Capital Contribution provided that such Limited Partner
has acted in accordance with the [applicable limited partnership legislation].

7.2 Each Limited Partner shall comply with the provisions of this Partnership Agreement, and
accordingly may not have their Capital Contribution repaid except in accordance with the
provisions of this Partnership Agreement.

8. ADMISSION OF LIMITED PARTNERS

8.1 Further persons may be admitted as Limited Partners by the Manager at any time up to the
Final Closing Date provided that they each sign and deliver to the Manager an application for
subscription in the form set out in Schedule 1, upon acceptance of which by the Manager they
each shall enter into a Subscription Agreement in the form set out in Schedule 2, and be
admitted to the Partnership and treated as Limited Partners for the purposes of this Partnership
Agreement.

8.2 The Manager may, in its absolute discretion, permit existing Limited Partners to increase the
amount of their Capital Contribution at any time up to the Final Closing Date, provided that they
each sign and deliver to the Manager an amended application form of subscription reflecting
such increase of Participation.

8.3 The Manager may in its sole discretion postpone the Final Closing Date to a later date, by written
notice to the Limited Partners and the General Partner, provided that the revised Final Closing
Date shall be no later than 31 December [date].
9. CAPITAL CONTRIBUTIONS

9.1 Each Limited Partner shall pay to the Partnership the aggregate amount of such partner’s Capital
Contribution in the form of cash [save where the Manager in their sole discretion agrees to
accept marketable securities which shall be valued at their Fair Market Value] and such
contribution shall be credited to the Capital Account of each such partner in accordance with
Para 14 of this Agreement.

9.2 The minimum initial Capital Contribution of each Limited Partner shall be $1 million [except that
the Manager may permit a Limited Partner to make an initial Capital Contribution of less than
$1 million on such terms and conditions, if any, as the Manager may deem appropriate].

9.3 The Manager may, in their sole discretion, and without the consent of any other Limited
Partner, accept additional contributions to the capital of the Partnership [of not less than
$100,000] from any Limited Partner or new Limited Partner during each fiscal year immediately
preceding the start of business on the first day of each month.

10. APPOINTMENT OF MANAGER

10.1 The General Partner shall ensure that the Partnership is managed and operated in accordance
with [applicable limited partnership legislation].

10.2 The General Partner, acting on behalf of the Partnership, shall appoint [name of investment
manager] as the Manager, and the General Partner is hereby authorised to enter into a
management agreement with the Manager in such form as the General Partner may, in their
sole absolute discretion deems appropriate.

10.3 The Manager so appointed shall manage and operate the Partnership and shall manage its
investments under the authority of the General Partner.

10.4 The appointment of the Manager shall be without further charge to the Partnership. The
General Partner is responsible for payment of the fees of the Manager and the Manager shall
have no rights against the Partnership property in respect of any such fees.

10.5 The General Partner, acting on behalf of the Partnership, may terminate the appointment of
the Manager or any subsequent manager, and enter into a subsequent management
agreement, the terms of which the General Partner may in its absolute discretion deem
appropriate.

11. AUTHORITY AND POWERS OF THE MANAGER

The General Partner and the Limited Partners on behalf of the Partnership hereby authorise and
empower the Manager to carry out the purposes set out in Para 3 of this Agreement and to
implement the Investment Guidelines and, without limiting the foregoing:

11.1 (i) to identify, evaluate and negotiate investment opportunities,

(ii) to subscribe, purchase or acquire, investments falling within the Investment
Guidelines;
(iii) to sell, exchange, assign, transfer or otherwise dispose of Investments for the
account of the Partnership;
11.2 to monitor the performance of, and, where appropriate, to assist any entity or business which
is the subject of an Investment, and generally to take any action the Manager considers
appropriate for the protection of assets of the Partnership;

11.3 to provide office facilities, staff and office equipment to facilitate the carrying on of the business
of the Partnership;

11.4 to accept applications by and require the Partnership to admit prospective Limited Partners,
and to issue Drawdown Notices;

11.5 to enter into, and perform contracts, agreements and other undertakings in connection with
Investments and to do all such other acts incidental to the conduct of the business of the
Partnership;

11.6 to give or arrange guarantees in relation to Investments;

11.7 to borrow money to provide finance for any of the purposes of the Partnership, and in
connection therewith to make, issue and execute promissory notes, bills of exchange and other
instruments and to secure the payment thereof by mortgage, charge, pledge or assignment of
a security interest in all or any part of the assets of the Partnership provided that the aggregate
of any borrowings under this paragraph and of the guarantees given pursuant to Para 11.6
above shall not at any time exceed [amount]

11.8 to maintain records and books of account of the Partnership at the registered office and to
engage an administrator to maintain such records and accounts;

11.9 to open and operate accounts with banks or custodians for the Partnership, to maintain such
accounts, give payment and other instructions, receive and pay into such accounts Capital
Contributions, Net Income, Capital Proceeds or other sums arising on the disposal of
Investments and any other income of the Partnership;

11.10 to make distributions to the Partners in accordance with the terms of this Partnership
Agreement;

11.11 to pay all the expenses and the General Partner Management Fee and the General Manager
Performance Fee referred to in Para 13 and to provide against present or future contemplated
obligations and contingencies;

11.12 to furnish reports and valuations to the Partners in accordance with the provisions of Para 21;

11.13 to engage employees, independent agents, lawyers, accountants, custodians, paying and
collecting agents, an administrator and other advisers as it may deem necessary or advisable in
relation to the affairs of the Partnership;

11.14 to appoint custodians of the assets of the Partnership;

11.15 to do all or any other acts required of the Manager by this Partnership Agreement or as are
necessary or desirable in the reasonable opinion of the Manager in the furtherance of the
foregoing powers.
12. AUTHORITY AND POWERS OF THE GENERAL PARTNER

12.1 The General Partner shall have full power and authority to do each of the following acts or things
on behalf of the Partnership:

(a) to sign a management agreement with the Manager pursuant to Para 10.2 and
with each succeeding manager appointed pursuant to Para 10.5 in such form as
they may approve which shall reflect the provisions of this Partnership Agreement
in relation to the management and operation of the Partnership;

(b) to execute any document or do any other act or thing which the Manager may
direct the Partnership to execute or do under the provisions of Para 11 of this
Partnership Agreement;

(c) to represent the Partnership in its dealings with the Manager, or in relation to the
protection of the assets of the Partnership, except where the power to do so is
conferred on the Manager.

12.2 The General Partner shall do all things and discharge all duties or requirements imposed on a
general partner by [applicable limited partnership legislation] and in particular so as to ensure,
so far as it is able, that the liability of the Limited Partners is and remains limited.

13. THE GENERAL PARTNER’S MANAGEMENT AND PERFORMANCE FEE

13.1 The Partnership shall be responsible for and shall pay:

(a) the General Partner Fee referred to in Para 13.2, and;

(b) the General Manager Performance Fee referred to in Para 13.3, and;

(c) all the preliminary expenses incurred in establishing the Partnership [including,
without limitation, travel costs, legal, accountancy and out of pocket expenses, and
fees and commissions].

(d) all operating expenses properly incurred in relation to the administration and
business of the Partnership [including, without limitation, costs of printing and
circulating reports and notices, all introduction and similar fees, legal fees,
auditors’ and valuers’ fees, accounting expenses, fees of any custodian or nominee
of the Partnership’s assets, liability insurance for the activities of the directors and
officers of the General Partner, external consultants’ fees, bank charges, costs of
annual meetings of Limited Partners, insurance costs, borrowing costs, hedging
costs and extraordinary expenses] provided that the Partnership shall not be
responsible for disbursements in respect of overheads of the General Partner or of
the Manager properly payable by the General Partner from the General Partner
Fee, including remuneration and expenses paid to their employees, office, rent and
ancillary expenditure.
13.2 Within 14 days following the last day of each Fee Period, the Partnership shall pay to the General
Partner, as a guaranteed payment, a management fee with respect to the Capital Account of
each Limited Partner (the General Partner’s Management Fee) of an amount equal to 2% p.a.,
namely the product of 0.5% multiplied by the Net Asset Value of such Capital Account,
calculated on the last day of such Fee Period [with consequential adjustments made with
respect to the first Fee Period and also in the final Fee Period in the fiscal year the partnership
is dissolved].

13.3 Within 14 days of the disposal of an Investment and prior to any Distributions of the Capital
Proceeds (or upon the termination of the Partnership in accordance with Para 20.2) the
Partnership shall pay to the General Partner a performance fee from the Capital Account of
each Limited Partner (the General Partner’s Performance Fee) of an amount equal to 20% of
the Capital Gain generated by such Investment (or, upon termination of the Partnership as
aforesaid, 20% of the amount by which each Limited Partners’ Capital Account plus Distributions
exceeds the sum of his Capital Contributions).

14. PARTNERSHIP ACCOUNTS AND ALLOCATION OF GAINS AND LOSSES

14.1 The Partnership shall establish and maintain a separate Capital Account for each Partner, which
shall be adjusted and maintained as set out in this paragraph.

14.2 There shall be credited to each Partner’s Capital Account the amount of all Capital Contributions
to the Partnership made by the Partner and the Partner’s share of Net Income and Capital Gains
of the Partnership allocated pursuant to Para 14.4, and there shall be charged against the
Partner’s Capital Account the amount of all distributions from the Partnership to the Partner
pursuant to Para 15 and the Partner’s share of the Net Income Loss and Capital Loss of the
Partnership allocated pursuant to Para 14.4.

14.3 The Manager may, with the approval of the Auditors, vary the accounting structure of the
Partnership and may determine or vary the allocation of any item to reflect properly the
intention of the Partners as stated in the Private Placement Memorandum.

14.4 Every Partner has an interest in every asset of the Partnership and accordingly, all Net Income,
Capital Gains and Capital Losses of the Partnership shall be allocated between the Partners in
proportion to their Capital Contributions.

14.5 In the event that any Net Income, Capital Gains or Capital Losses arise prior to the Final Closing
Date then the Manager shall make such adjustment between the relevant Partner’s Capital
Accounts as is necessary so that each Limited Partner shall have an interest in each such item
pro rata to the size of its Participation as at the Final Closing Date.

15. DISTRIBUTIONS

15.1 The Manager may distribute Net Income of the Partnership and all Capital Proceeds (where
received in cash and after payment of all expenses and liabilities of the Partnership) to the
Limited Partners in proportion to their Capital Contributions.

15.2 At the end of the life of the Partnership, any balance remaining of Net Income and Capital
Proceeds shall be distributed to the Partners in proportion to their Capital Contributions.
15.3 The Manager shall not cause the Partnership to make any distribution pursuant to this clause:

(a) unless there is sufficient cash available therefor;

(b) if it would render the Partnership insolvent; or

(c) if, in the reasonable opinion of the Manager, it might leave the Partnership with
insufficient funds to meet future liabilities.

15.4 The Manager may, by giving not less than 10 days prior written notice thereof to the Limited
Partners, make distribution of assets in specie in relation to an Investment at the Value
attributable to that Investment.

16. ASSIGNMENT OF RIGHTS AND OBLIGATIONS OF THE GP (AND THEIR REMOVAL)

16.1 The General Partner shall not sell, assign, transfer, exchange, pledge, mortgage, encumber or
otherwise dispose of its interest in the Partnership as general partner, without the approval of
the Limited Partners by a Limited Partners’ Special Consent.

16.2 After the second anniversary of the Final Closing Date, Limited Partners between them holding
at least 75% of the Total Participations may, by a resolution of each of them at a meeting
convened in accordance with Para 18, remove the General Partner (without prejudice to any
right of the General Partner to compensation for early termination without cause).

16.3 The General Partner shall be removed at any time without compensation for termination of its
office if the General Partner has been determined by a court of competent jurisdiction to have
been guilty of fraudulent, grossly negligent or wilful misconduct.

17. ASSIGNMENT OF INTERESTS OF LIMITED PARTNERS

17.1 A sale, assignment, transfer, exchange, pledge, mortgage, encumbrance or other disposition
(‘Transfer’) of all or any part of a Limited Partner’s Interest, voluntary or involuntary, shall not
be valid or effective unless:

(a) the Manager consents to such Transfer under para 17.2 below;

(b) the Restrictions on Transfer set out in para 17.3 below do not apply; and

(c) the Limited Partner has complied with the procedure in para 17.4 below.

17.2 The Manager may give or withhold its consent to a Transfer in its absolute discretion for any
reason whatsoever provided that the Manager shall not unreasonably withhold or delay its
consent to any Transfer of any Interest of the Limited Partner.
17.3 A purported Transfer shall not be valid or effective if any of the following restrictions apply,
namely that the Transfer:

(a) would result in a violation of applicable law, [including US Federal or State

securities laws]; or

(b) would breach any term or condition of this Agreement; or

(c) would cause the Partnership to be disqualified or terminated as a partnership.

[Prior to consenting to any Transfer, the Manager may require the transferring Limited Partner
at its own expense to provide an opinion of counsel or other evidence as the Manager may
reasonably request to ensure compliance with the Restrictions of Transfer referred to above].

17.4 A Limited Partner may not Transfer its Interest unless:

(a) such Limited Partner discloses to the Manager the price (if any) at which the
proposed transferee of the Interest (the ‘Proposed Transferee’) has offered to
purchase the Interest;

(b) the Manager notifies all Limited Partners of the intention of the Limited Partner to
Transfer its Interest and the proposed price to be paid by the Proposal Transferee;
and

(c) each Limited Partner is given 28 days within which to offer to purchase such
Interest at a price equal to or greater than that offered by the Proposed Transferee.

If one or more Limited Partners offers to purchase such Interest, the Manager shall intermediate
in good faith between the transferring Limited Partner and the Limited Partner(s) making the
offer to facilitate the negotiation of such Transfer, and the Manager shall not permit a Transfer
of an Interest to a Proposed Transferee which is not an existing Limited Partner if one or more
existing Limited Partners offer to purchase such Interest for the same, or at a greater, price.

17.5 Each Substitute Limited Partner shall be bound by all the provisions of this Partnership
Agreement and, as a condition of giving its consent to any Transfer to be made in accordance
with this paragraph, the Manager shall require the proposed Substitute Limited Partner to
acknowledge its assumption of the obligations of the transferring Limited Partner by agreeing
to be bound by all the provisions of this Partnership Agreement and to become a Partner.

17.6 The Manager may exclude any Limited Partner from the Partnership if the Limited Partner is
adjudicated incompetent, bankrupt or insolvent, or if in the reasonable opinion of the Manager,
the Partnership or any Partner may, by virtue of that Limited Partner’s Interest:

(a) [become, subject to any requirement to register under the US Investment

Company Act of 1940 as, amended or replaced from time to time];
(b) [have its assets deemed ‘plan assets’ within the meaning of US Department of
Labor Regulation 2510.3-101]; or
(c) breach any law applicable to it that could have a material adverse effect on the
business of the Partnership.
18. MEETINGS OF THE PARTNERSHIP

18.1 The Manager may, whenever it thinks fit, convene meetings of the Partnership on not less than
14 days’ written notice in advance to all the Partners.

18.2 Any Limited Partners whose Capital Contributions in aggregate represent 20% or more of the
Total Participations may, by notice in writing together with an agenda, requisition the Manager
to call a meeting of the Partnership and the Manager shall convene such a meeting for a date
no later than 21 days from the date of that notice.

18.3 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting
by, any Partner shall not invalidate the proceedings at the meeting.

18.4 Subject to para 18.10 below, the Manager may in its absolute discretion fix the place for
meetings of the Partnership.

18.5 No business shall be transacted at any general meeting unless a quorum of Partners is present
at the time when the meeting proceeds to business. A majority of Partners present in person or
by proxy shall be a quorum.

18.6 The Manager [a director or other officer of the Manager] shall preside as chairman of every
general meeting of the Partnership or, if the Manager [director or other officer thereof] is not
present and willing to act, the Limited Partners present shall elect one of their number to be
chairman of the meeting. The chairman does not have a casting vote.

18.7 At any general meeting a resolution put to the vote of the meeting shall be validly adopted if
approved by Limited Partners (present in person or by proxy) whose aggregate Capital
Contributions represent at least 50% of Total Participations. If, however, the particular action
would, under the terms of this Agreement, require approval by Limited Partners’ Ordinary
Consent, Limited Partners’ Special Consent, or otherwise, such resolution shall only be validly
adopted if also approved pursuant to such terms.

18.8 Any meeting of the Partnership may consist of a conference between Partners some of whom
are in different places, provided that each such Partner who participates is able:

(a) to hear each of the other participating Partners addressing the meeting; and
(b) if it so wishes, to address all the other participating Partners simultaneously.

18.9 A quorum is deemed to be present if those conditions in Para 18.8 above are satisfied in respect
of at least the number of Partners required to form a quorum under Para 18.5 above.

18.10 A meeting held pursuant to this subclause is deemed to take place at the place where the largest
group of participating Partners is assembled, or, if no such group is readily identifiable, at the
place from where the chairman of the meeting participates.

19. WITHDRAWAL OF PARTNERS’ INTERESTS

Partners may not withdraw their Capital Contributions except upon the termination of the
Partnership by dissolution under Para 20.
20. TERMINATION OF THE PARTNERSHIP

20.1 The death, bankruptcy or dissolution of a Limited Partner shall not terminate the Partnership.
The estate, trustee in bankruptcy or liquidator (of a deceased, bankrupt or dissolved Limited
Partner) shall have no right to withdraw the balances on such Limited Partner’s accounts
otherwise than in accordance with this Partnership Agreement.

20.2 The Partnership shall terminate on the expiry of 10 years from the Final Closing Date, or prior
to such date upon the happening of any of the following events:

(a) the death, bankruptcy, insolvency or dissolution of the General Partner (other than
on a transfer to a new General Partner as permitted in Para 16);

(b) [the Manager or an associate ceasing to be Manager];

(c) the agreement to terminate the Partnership between the General Partner and the
Limited Partners, the latter agreement being by way of Limited Partners’ Special
Consent.

20.3 Upon termination or liquidation of the Partnership, no further business shall be conducted
except as shall be necessary for the winding up of the affairs of the Partnership and the
distribution of the Partnership Assets among the Partners. The Manager shall act as liquidating
trustee [unless the Limited Partners shall designate some other party to act as a liquidating
trustee] and shall receive such remuneration for so acting as the Limited Partners between
them holding more than 50% of the Total Participations shall agree.

20.4 Upon termination of the Partnership, the liquidating trustee may sell the assets of the
Partnership on the best terms available or may distribute the same in specie on the basis of
their value and apportionment set out in Paras 14 and 15 [provided that the valuation of all
assets distributed in specie on the termination of the Partnership shall, prior to distribution,
have been confirmed by the Manager or an independent valuer appointed by the liquidating
trustee]. The liquidating trustee shall cause the Partnership to pay all debts, obligations and
liabilities of the Partnership and all costs of liquidation and shall make adequate provision for
any present or future contemplated obligations or contingencies in each case to the extent of
the Partnership Assets. The remaining proceeds and assets (if any) shall be distributed among
the Partners on the basis set out in Paras 14 and 15.

21. ACCOUNTS, INVESTMENT REPORTS AND VALUATIONS

21.1 The Manager shall prepare accounts of the Partnership for each Accounting Period in
accordance with international accounting standards, in respect of the valuation of partnership
investments. The value of Investments shall be determined in good faith by the Manager based
on the most recently available valuations. Such accounts shall include a balance sheet, a
statement of the amount of the income account, capital accounts and loan accounts of each
Partner, a summary of movements in such accounts and a statement by the Auditors as to
whether allocations and distributions to Partners have been properly made in accordance with
the provisions of this Agreement.

21.2 The Manager shall cause such accounts to be audited by the Auditors. The audited accounts,
including a report of the Auditors and a statement of accounting policies, shall be prepared and
despatched to the Limited Partners no later than six months following each Accounting Date.
21.3 Within 60 days following the end of each Quarter Date in each year, the Manager shall prepare
and send to each Limited Partner a report giving the following information for the quarter
ending on the Quarter Date:

(a) amounts distributed to Limited Partners; and

(b) any changes in the valuation of Investments held by the Partnership.

21.4 The Limited Partners shall at all reasonable times, subject to having given reasonable notice,
have access to and the right to inspect during normal business hours the books and accounts of
the Partnership.

23.5 The method of operation of the Manager and their investment strategies and selections are
confidential and proprietary to the Manager. For the period this Partnership Agreement remains
in effect and for two years thereafter, each Limited Partner agrees, for itself and assigns:

(i) to keep secret and confidential all such information; and

(ii) never to use, or permit the use of, such information for his personal benefit or the
benefit of a third person.

22. AUDITORS

22.1 The accounts of the Partnership shall be audited by the Auditors in respect of each Accounting
Period.

22.2 The Auditors may resign from office or be removed from office at any time by written notice
given by the Manager.

22.3 In the event of resignation or removal, the Manager shall invite the outgoing Auditors to send
a written notice to each of the Limited Partners stating that there are no circumstances
connected with their resignation or removal which they consider should be brought to the
attention of the Limited Partners, or a statement of any such circumstances.

22.4 The Manager shall appoint such firm of chartered accountants [which are part of an
internationally recognised accounting firm] as it may in its discretion think fit to fill any vacancy
arising in the office of the Auditors to the Partnership.

23. EXEMPTION FROM LIABILITY AND INDEMNITIES

23.1 The General Partner and the Manager are not liable for any damage suffered by the Partnership
or any Partner that arises in connection with the Partnership, save to the extent that such
damage resulted directly from their wilful misconduct, gross negligence, fraud or bad faith.

23.2 The Manager is able lawfully to rely upon the opinion or advice of counsel, [chartered]
accountants or other experts and such opinions or advice shall afford full protection for the
Manager or other persons who rely upon such opinion or advice.

23.3 The General Partner and the Manager are not liable to any Limited Partner or to the Partnership
for the negligence, dishonesty, bad faith or default of counsel or any agent acting for the
General Partner or the Manager or for the Partnership provided that such agent was selected
and retained by the General Partner or the Manager, as the case may be, with reasonable care
in all the circumstances.
23.4 The Partners shall indemnify out of the Partnership Assets, the General Partner, the Manager
and their respective officers, agents, employees or advisers (the ‘Indemnified Party’) against all
damages suffered, or liability incurred (including attorneys’ fees and expenses) arising in respect
of any matter or other circumstance relating to the exercise of its powers as a general partner
or manager or from the provision of services to the Partnership, or which otherwise arise in
relation to the operation, business or activities of the Partnership or the provision of services
thereto, provided that such Indemnified Party shall not be so indemnified with respect to any
matter which results directly from its wilful misconduct, gross negligence or fraud.

24. TAX MATTERS

24.1 [For the purposes of Paras 14 and 15, the amount of Net Income or Capital Proceeds allocated
or distributed to Partners shall be deemed to be the aggregate of such Net Income or Capital
Proceeds and any income tax withheld or foreign tax withheld from dividends or interest and
any amount of tax or foreign tax on capital gains that is assessed on and payable by the
Partnership].

24.2 [The Manager shall use reasonable endeavours to conduct the affairs of the Partnership in a
manner that does not cause any Limited Partner that is not a ‘United States Person’ (as that
term is defined in s.7710 of the Internal Revenue Code) to be deemed, solely as a result of such
Limited Partner’s investment of the Partnership, to be engaged in the ‘conduct of a trade or
business within the United States’ within the meaning of ss.864 and 875 of the Internal Revenue
Code].

24.3 [The Manager shall, upon the request of any Limited Partner, furnish to such Limited Partner
any information in its possession that is reasonably necessary in order for such Limited Partner
to withhold tax or to file tax returns].

24.4 [The Manager shall be entitled to disclose to any governmental (including tax) authorities in
connection with the Partnership such information about the identity of the Partners and their
respective interests in the Partnership as such authorities may legally require it to disclose
provided that, subject to any applicable laws or market practices, the Manager shall notify the
Partner concerned before making any such disclosure].

25 NOTICES

25.1 All notices or other documents to be given or sent under this Partnership Agreement may be
hand-delivered or sent by courier (with signed evidence of delivery) or sent by facsimile (with
confirmation of transmission) or sent by prepaid first-class post or prepaid airmail.

25.2 Any notice or document shall be deemed to have been served:

(a) if hand-delivered, at the time of delivery;

(b) if sent by courier, at 12:00 p.m. (local time at the place of destination) on the
business day after it was delivered to the courier;

(c) if sent by facsimile, if before 3:00 p.m. (local time at the place of destination) on
any business day, at the expiration of two hours after the time of despatch; and in
 any other case, at 10:00 a.m. (local time at the place of destination) on the business
day following the date of despatch;

(d) if sent by prepaid post, at 10:00 a.m. (local time at the place of destination) two
business days following the date of despatch; and

(e) if sent by prepaid airmail, at 10:00 a.m. (local time at the place of destination) five
business days following the date of despatch.

26. GOVERNING LAW AND JURISDICTION

26.1 This Partnership Agreement and the rights, obligations and relationships of the parties to it and
in respect of the Private Placement Memorandum shall be governed by and construed in
accordance with the laws of [jurisdiction of registration].

26.2 All Partners irrevocably agree that the courts of [jurisdiction] are to have exclusive jurisdiction
to settle any disputes which may arise out of or in connection with this Partnership Agreement
or the Private Placement Memorandum or the Partnership.

27. EXECUTION IN COUNTERPART

This Partnership Agreement may be executed in counterparts each of which shall be deemed
to be an original.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto on the date which
appears on the first page.

Executed on behalf of ABC Corp. )

by [director] in the presence of )
[secretary] )

Executed by XYZ in the )

presence of [witness] )
)