INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • November 29th, 2010 • Persimmon Growth Partners Fund Lp • Delaware
This INVESTMENT ADVISORY AGREEMENT (this “Agreement”) is made as of this 24th day of August, 2010, by and between Persimmon Growth Partners Fund, L.P., a Delaware limited partnership (the “Fund”), and Persimmon Capital Management, LP, a Delaware limited partnership (the “Investment Adviser”).
ESCROW AGREEMENTEscrow Agreement • August 24th, 2010 • Persimmon Growth Partners Fund Lp • Missouri
This ESCROW AGREEMENT (the “Agreement”) is made and entered into this ___ day of ________, 2010, by and between Persimmon Growth Partners Fund, L.P., a Delaware limited partnership (the “Fund”), UMB Fund Services, Inc., as recordkeeper (“UMBFS”) and UMB Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow agent (the “Escrow Agent”).
CREDIT AGREEMENT dated as of October 27, 2005 between PERSIMMON GROWTH PARTNERS FUND, L.P., as Borrower and ROYAL BANK OF CANADA as LenderCredit Agreement • August 24th, 2010 • Persimmon Growth Partners Fund Lp • New York
Reference is made to the Credit Agreement dated October 27, 2005 (as amended through the date hereof, the “Credit Agreement”) between Persimmon Growth Partners Fund, L.P. (“Borrower”), and Royal Bank of Canada (“Lender”), pursuant to which Lender makes available to Borrower a committed credit facility, and to the Security Agreement dated October 27, 2005 (as amended through the date hereof, the “Security Agreement”) between Borrower and Lender. Capitalized terms that are not defined herein have the respective meanings given them in the Credit Agreement.
ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENTAdministration, Fund Accounting and Recordkeeping Agreement • August 24th, 2010 • Persimmon Growth Partners Fund Lp • Utah
THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of this 11th day of May 2010, by and between Persimmon Growth Partners Fund, L.P., a Delaware limited partnership (the “Fund”), and J.D. Clark & Co., Inc., a Utah corporation (the “Administrator”).
PERSIMMON GROWTH PARTNERS FUND, L.P.Subscription Agreement • August 24th, 2010 • Persimmon Growth Partners Fund Lp • Delaware
SECURITY AGREEMENTSecurity Agreement • August 24th, 2010 • Persimmon Growth Partners Fund Lp • New York
SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 27, 2005, between PERSIMMON GROWTH PARTNERS FUND, L.P., a limited partnership organized under the laws of Delaware (the “Borrower”), and ROYAL BANK OF CANADA, a Canadian chartered bank (together with its permitted successors and assigns, the “Lender”).
PERSIMMON GROWTH PARTNERS FUND, L.P., as Client, - and - ROYAL BANK OF CANADA, acting through its Portfolio Services Group, as CustodianCustody Agreement • August 24th, 2010 • Persimmon Growth Partners Fund Lp • New York
CUSTODY AGREEMENT dated as of September 27, 2005 (as amended, supplemented or otherwise modified from time to time, this “Custody Agreement”) between ROYAL BANK OF CANADA, in the capacity of custodian hereunder (together with any affiliate thereof performing custodial services hereunder as permitted herein, and any permitted successors and assigns of Royal Bank of Canada or any such affiliate acting in such capacity, the “Custodian”), and PERSIMMON GROWTH PARTNERS FUND, L.P. (the “Client” and, together with the Custodian, the “Parties”).
PERSIMMON GROWTH PARTNERS FUND, L.P. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • August 24th, 2010 • Persimmon Growth Partners Fund Lp • Delaware
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Persimmon Growth Partners Fund, L.P. (the "Fund") is dated as of June 5, 2010 by and among Gregory S. Horn, Robert Fesnak, Jopesph Ridler, Jr,, and Michael Maher, Jr. as the Directors, and Persimmon GP, LLC on behalf of itself and on behalf of the Limited Partners (as defined herein).
CONTROL AGREEMENTControl Agreement • August 24th, 2010 • Persimmon Growth Partners Fund Lp • New York
CONTROL AGREEMENT dated as of October 27, 2005 (as amended, supplemented or otherwise modified from time to time, this “Agreement”) among PERSIMMON GROWTH PARTNERS FUND, L.P., a limited partnership organized under the laws of Delaware (the “Borrower”), ROYAL BANK OF CANADA, a Canadian chartered bank (the “Lender”), and ROYAL BANK OF CANADA, acting through its Portfolio Services Group, as custodian and as securities intermediary (in such capacity, the “Custodian”). Capitalized terms used but not defined herein shall have the meanings assigned to them in or by reference in the Security Agreement dated as of October 27, 2005 between the Borrower and the Lender (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”).
