Fill and Sign the Venture Capital Forms and Analysis

-1- 6.05[3][c] Clauses Relating to Venture Officers Example 1 (General Partnership Venture):Section 1.01. Officers.(a) The Managing Board shall appoint a chief executive officer (the "Chief Executive Officer"), who will manage the day-to-day affairs of the Venture and the Business, carry out the directions of the Managing Board and effectuate the business plan as set forth in the Annual Budget and Strategic Plan (as defined below). Unless otherwise agreed to by the Venturers, the initial Chief Executive Officer will be ____. In the event of ____'s death, retirement, resignation, removal or inability to serve, a successor Chief Executive Officer shall be appointed by the Managing Board. The initial president and chief operating officer (the "Chief Operating Officer") of the Venture shall be ____, who shall report to the Chief Executive Officer. In the event of ____'s death, retirement, resignation, removal or inability to serve, a successor Chief Operating Officer shall be appointed by the Managing Board. (b) The Chief Executive Officer shall prepare and submit to the Managing Board, at least sixty (60) days prior to the commencement of each fiscal year, an annual budget and a strategic plan (the "Annual Budget and Strategic Plan") which describes the business plan for the Venture for the next fiscal year. Each Annual Budget and Strategic Plan approved by the Managing Board shall remain operative until amended by the Managing Board or a successor Annual Budget and Strategic Plan have been approved by the Managing Board. The Chief Executive Officer shall conduct day-to-day affairs of the Venture and the Business in accordance with the approved Annual Budget and Strategic Plan. The Chief Executive Officer shall additionally make all decisions for the Venture which are not reserved to the Managing Board pursuant to this Agreement. (c) The Managing Board may appoint other officers, including but not limited to, a treasurer, a secretary, a controller and one or more vice presidents (together with the Chief Executive Officer and Chief Operating Officer, each an "Executive Officer") with such titles and duties as may be approved by the Managing Board. Example 2 (General Partnership Venture): Section 1.01. General Manager and Staff. The day-to-day management of the Partnership shall be vested in a general manager (the "General Manager") nominated by the partner having the largest Profit/Loss Interest (the "First Partner") and approved by the partner having the second largest Profit/Loss Interest (the "Second Partner") on a bi-annual basis. The General Manager shall report and be subject to the direction of the Partnership Board. The Second Partner may nominate a Liaison Officer to assist with Partnership operations. The nominee shall be subject to the approval of the First Partner. The Liaison Officer shall remain an employee of the Second Partner or its Affiliate, as the case may be; provided, however, that the Partnership shall provide and bear the cost of office space and customary administrative support for the Liaison Officer. The General Manager and staff shall give the Liaison Officer full and free access to Partnership information, to the extent such access does not interfere with efficient operation of the Partnership, as determined by the General Manager. The Liaison Officer shall, to the extent consistent with performance of his -2- liaison functions, perform services for the Partnership as requested by the General Manager, provided that the Partnership shall reimburse the Second Partner for the reasonable costs and expenses associated with the performance of such services. In the performance of such services, the Liaison Officer shall report to, and be subject to the direction of, the General Manager. Example 3 (Limited Liability Company Venture):Section 1.01. Officers.(a) President. The Board of Managers shall appoint a president of the LLC ("the President"). Subject to the authority granted to the President by the Board of Managers, the President (i) shall be the chief operating officer of the LLC, (ii) shall have full responsibility and authority for management of the day-to-day operations of the LLC, and (iii) may execute agreements and contracts on behalf of the LLC. (b) Secretary. The Board of Managers shall appoint a secretary of the LLC (the "Secretary"). The Secretary, at the direction of the Board of Managers, shall prepare and distribute to the Board of Managers an agenda in advance of each meeting and shall prepare and distribute promptly to each Board member written minutes of all meetings of the Board of Managers. The Secretary shall also be responsible for preparing and distributing to the Board members any notices received by the LLC or otherwise called for by this Agreement to be given by the LLC. (c) Other Officers. The Board of Managers shall appoint such other officers of the LLC (including, without limitation, one or more vice presidents, a treasurer and an assistant secretary) upon terms and conditions the Board of Managers deems necessary and appropriate. Any officer shall hold his or her respective office unless and until such officer is removed by the written consent of the Board of Managers. (d) Notwithstanding anything contained in this Agreement to the contrary, none of the officers of the LLC, including, without limitation, the President, the Secretary and other officers appointed pursuant to Section 1.01(c), shall have any right, power or authority to vote or take any other action in respect of [identify limits on authority].