Fill and Sign the Internal Revenue Bulletin 2013 1internal Revenue Service Form

-1- 6.07[1][b] Clauses Relating to Initial Capital Contributions Example 1 (General Partnership Venture):Section 1.01. Initial Capital Contributions. On or prior to the Effective Date, General Partner A shall make an initial Capital Contribution to the Partnership of $ _____ in cash; General Partner B shall make an initial Capital Contribution to the Partnership of $ _____ in cash; and General Partner C shall make an initial Capital Contribution to the Partnership of all of its right, title and interest in and to the [assets related to business to be engaged in by venture] identified on Exhibit 1, subject to all liabilities and obligations then outstanding with respect thereto. Example 2 (General Partnership Venture): Section 1.01. Initial Capital Contributions. As their initial cash capital contribution to the Venture and simultaneous with the formation of the Venture or as soon thereafter as possible, the Venturers shall contribute to the Venture the following: Venturer A $_____ Venturer B $_____ Example 3 (limited partnership venture): Section 1.01. Initial Capital Contributions. The committed capital contributions of the Partners shall be contributed in cash in the respective amounts set forth next to each Partner's name on Exhibit 1 attached hereto. [The General Partner shall contribute an amount of capital to the Partnership such that the General Partner's capital contribution will be at least one percent (1%) of the aggregate capital contributions of all of the Partners.] Section 1.02. Timing of Contributions. The Limited Partners will pay three and thirty-three hundredths percent (3.33%) of their committed capital contributions at the Closing of this Agreement. A portion of such capital contribution shall be used to pay management, organizational and syndication fees and expenses (including attorneys' and accountants' fees and expenses). The balance of the capital contributions of the Limited Partners shall be paid in installments on ten (10) days' written notice as the General Partner determines is necessary or appropriate to further the purposes of the Venture or to pay Partnership expenses or reimburse the General Partner for Partnership expenses. Example 4 (Corporate Joint Venture; Venturer A contributes assets in return for Class A common stock; Venturer B contributes assets in return for Class B common stock): Section 1.01. Venturer A Capital Contribution. At the Closing of this Agreement, Venturer A shall make a capital contribution to the Venture, with respect to the Class A Shares, of the assets described in Exhibit 1 attached hereto. -2- Section 1.02. Venturer B Capital Contribution. At the closing of this Agreement, Venturer B shall make a capital contribution to the Venture, with respect to the Class B Shares, of the assets described in Exhibit 2 attached hereto. Example 5 (General Partnership Venture; Contribution of Assets): Section 1.01. Venturer A Contribution. At the Closing of this Agreement, Venturer A shall assign to the Venture all of Venturer A's right, title and interest in the contracts listed in Exhibit 1 (the "Contracts"). Section 1.02. Assumption of Obligations. As of the Closing of this Agreement, the Venture agrees to assume, be bound by and perform any and all obligations of Venturer A arising under the Contracts on and after the Closing Date. Section 1.03. Venturer B Contribution. At the Closing of this Agreement, Venturer B shall convey to the Venture all of its right, title and interest in and to the personal property described in Exhibit 3 hereto. Section 1.04. Venturer B Technology License. At the Closing of this Agreement, Venturer B shall grant to the Venture a technology license (substantially in the form attached hereto as Exhibit 4) (the "Technology License"), such license to be effective as of the Closing of this Agreement. Example 6 (Corporate Joint Venture; contributions made in phases if performance goals are satisfied): Section 1.01. Funding of Venture.(a) First Stage. Venturer A has made contributions to the Venture in the amount of $_____ on or before the date hereof. (b) Second Stage. Within three months of the date hereof, the Venture will develop a business plan and budget for its first year of operations, and upon its adoption, Venturer A will contribute $_____ to the capital of the Venture. (c) Third Stage. Upon substantial achievement of the milestones set forth in the Venture's first year business plan and budget referenced in paragraph (b) above and upon adoption and approval of a second year business plan and budget of the Venture, Venturer A will contribute an additional $_____ to the capital of the Venture. (d) Funding in Excess of Commitments. If at the end of the second year of operating the Venture requires additional capital and performance milestones set forth in the Venture's first year and second year business plans and budgets have substantially been met and Venturer A believes that the prospects for commercial success of Venture products are satisfactory, Venturer A intends to provide additional funds to the Venture in amounts to be agreed upon by the Venture and Venturer A. -3- Example 7 (Limited Liability Company; 75/25 joint venture; venture will acquire a business from a third party):Section 1.01. Capital Contributions of the Members. (a) Payment of Initial Capital Contributions. In the event that all conditions to the obligation of the LLC to consummate the acquisition of the [business] pursuant to the Acquisition Agreement have been satisfied in all material respects and all other obligations and conditions hereunder to be satisfied or fulfilled at or prior to the Acquisition Closing (as such term is defined in the Acquisition Agreement) have been satisfied and fulfilled, the Members shall contribute funds to the LLC required for the acquisition of the [business] as initial capital contributions ("Initial Capital Contributions") in accordance with the following: (i) Venturer A shall make its Initial Capital Contribution in an amount equal to twenty-five percent (25%) of the Purchase Price (as such term is defined in the Acquisition Agreement), and (ii) Venturer B shall make its Initial Capital Contribution in an amount equal to seventy-five percent (75%) of the Purchase Price. (b) Net Working Capital Adjustment. In the event that the LLC is required to pay to the Sellers a Purchase Price Adjustment (as such term is defined in the Acquisition Agreement) pursuant to the Acquisition Agreement, the Members shall make additional Capital Contributions ("Additional Capital Contributions") to the LLC to the extent required for the payment of such amount in accordance with the following: (i) Venturer A shall make an Additional Capital Contribution in an amount equal to twenty-five percent (25%) of the Purchase Price Adjustment, and (ii) Venturer B shall make an additional capital contribution in an amount equal to seventy-five percent (75%) of the Purchase Price Adjustment. The Additional Capital Contributions shall be made by the Members by an immediately available wire transfer payable to the order of the LLC or its designated agent no later than one (1) Business Day following the determination of the Purchase Price Adjustment pursuant to the Acquisition Agreement.