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any subsequent contributions and withdrawals) at a rate equal to
the greater of (1) the prime rate as published in the Wall Street
Journal on the last business day of the fiscal year plus
2 percent or (2) such other floating or fixed rate authorized by
PK Ventures, the corporate general partner of PKVI LP.
In their roles as general partners of PKVI LP, Patrick was
responsible for the management of the partnership’s daily
operations, and Rose was responsible for the partnership’s
ongoing financial activities. The terms of the agreement of
limited partnership provided that neither Rose nor Patrick would
be compensated for their services to the partnership. As
corporate general partner of PKVI LP, PK Ventures had, inter
alia, the exclusive right, power, and authority to authorize
distributions of cash on behalf of PKVI LP. PK Ventures also had
the exclusive right, power, and authority, subject to written
approval of the partnership’s limited partners holding at least
67 percent of the aggregate voting percentages of the limited
partners, to do the following: (1) Make calls for additional
capital contributions on behalf of PKVI LP; (2) permit a
withdrawal of capital by any partner; (3) admit an additional
partner to the partnership; (4) permit the withdrawal of any
partner from the partnership; (5) designate any additional
investments for the partnership and determine the participating
percentages of the partners in such additional investments;
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