SEED Continuation Agreement 2007 - Venture Philanthropy Partners

toward achievement of their Aspiration and Goals. The Milestones for Year Two, which have been
mutually agreed upon by VPP and SEED, are presented in Attachment A and are an integral part of the
Continuation Agreement.
3. Contingent Capital Schedule. The following Capital Schedule has been determined as a result
of the Annual Review Process and assessment of performance to Milestones for the prior period. The
Contingent Capital for Year Two of the investment agreement in the amount of $525,000 for the period
ending June 30, 2008 is committed at the amount specified; consistent with the amounts required to
advance the mutually agreed upon Milestones. Capital investments for the subsequent year totaling
$438,000 are contingent upon the Milestones to be achieved by their respective dates. The committed
capital is paid quarterly in accordance with the projected expenses for the period.
Milestones to be Achieved and
End Date
Not applicable
Year One Milestones to be
achieved by June 30, 2007
Year Two Milestones to be
achieved by June 30, 2008
Year Three Milestones to be
achieved by June 30, 2009
Original
$650,000 initial funding for
Year One period July 1, 2006 –
June 30, 2007
$525,000 contingent funding
for Year Two period July 1,
2007 – June 30, 2008
$438,000 contingent funding
for Year Three period
July 1, 2008 – June 30, 2009
No contingent funding provided
beyond June 30, 2009.
Annual Contingent Capital
Investment and Funding Period*
Revised
Unchanged; initial $650,000
committed
Unchanged; $525,000 contingent
funding for Year Two committed
To be determined subsequent to
the annual review process to be
completed by June 30, 2008
No contingent funding provided
beyond the third year of the
investment
* Amounts represent the funding for the ensuing year contingent upon achievement of the Milestones
for the prior year.
NOTE: The final Use of Funds Accountability report for the year reflects that $213,500 of funds
committed for the first year totaling $650,000 have not been disbursed based upon SEED’s resource
requirements toward milestone achievement. These funds are available for the second year of the
strategic investment, bringing the total capital available for disbursement to up to $738,500 for the
ensuing year. The quarterly use of funds accounting for the year ending June 30, 2008 should be
prepared recognizing the appropriate use of the un-disbursed funds, and any reconciliation
adjustments for the fourth quarter of the second milestone year.
4. Entire Agreement. This Continuation Agreement between SEED and VPP, combined with the
Agreement supersedes any prior oral or written understandings or communications between the parties
and constitutes the Entire Agreement of the parties with respect to the investment. This Agreement may
not be amended or modified, except in writing signed by both parties. This Agreement is governed by the
laws of the District of Columbia, without reference to the District of Columbia’s choice-of-law rules.
{Signatures on next page.}
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