SEED Continuation Agreement 2007 - Venture Philanthropy Partners

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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.} Page 2 of 7
In witness whereof, the parties have duly executed this Agreement as of the Effective Date above written. SEED FOUNDATION AND SEED SCHOOL VENTURE PHILANTHROPY PARTNERS, INC. By: _______________________________ By: _____________________________ Name: Virginia Newmyer, SEED Foundation Name: Mario M. Morino Title: Chair Title: Chairman By: _______________________________ By: _____________________________ Name: Eric Adler, SEED Foundation Name: Carol Thompson Cole Title: Co-Founder and Managing Director Title: President & Chief Executive Officer By: __________________________________ Name: Rajiv Vinnakota, SEED Foundation Title: Co-Founder and Managing Director By: __________________________________ Name: Vasco Fernandes, SEED School of Washington, D.C. Title: Chair Page 3 of 7
Page 1: CONTINUATION AGREEMENT This Continu
Page 5 and 6: YEAR TWO MILESTONES: FOR THE PERIOD
Page 7: PROGRAM (milestones are for the 200

SEED Continuation Agreement 2007 - Venture Philanthropy Partners

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