Contract analysis

Section 1.1 Definitions. For purposes of this Certificate, the following terms shall have the meanings set forth below. To the extent that additional terms are defined elsewhere in this Certificate, such definitions are incorporated by reference into this Section 1.1. Definitions set forth in the LPA and the Contribution Agreement that are not otherwise defined herein are incorporated by reference as though fully set

ARTICLE II — TAX REPRESENTATIONS REGARDING THE CONTRIBUTION

Section 2.1 Section 721 Non-Recognition Treatment. The General Partner hereby represents, certifies, and acknowledges as follows with respect to the contribution of the Contributed Interests by the Existing Fund to the Partnership: (a) The contribution of the Contributed Interests by the Existing Fund to the Partnership is intended to qualify as a contribution to a partnership in exchange for an interest in such part

Section 2.2 Identification of Portfolio Companies. The Portfolio Companies whose equity interests are being contributed to the Partnership as part of the Contributed Interests are as set forth below and as more fully described on Schedule A. [List each Portfolio Company, its jurisdiction of organization, EIN, and the number and class of shares being contributed. Attach as Schedule A.] For purposes of this Certificate

Section 2.3 No Disguised Sale. The General Partner hereby represents, certifies, and acknowledges as follows with respect to the potential application of the disguised sale rules to the contribution of the Contributed Interests: (a) The General Partner is not aware of any facts or circumstances that would cause the contribution of the Contributed Interests to the Partnership to be treated as a disguised sale of prope

ARTICLE III — QSBS REPRESENTATIONS UNDER SECTION 1202

Section 3.1 Qualified Small Business Status. The General Partner hereby represents, certifies, and acknowledges that, to the knowledge of the General Partner (after due inquiry of the officers and principals of the General Partner and review of available records and diligence materials), each of the Portfolio Companies identified in Section 2.2 above is a "qualified small business" within the meaning of Section 1202(

Section 3.2 Original Issuance. The General Partner hereby represents, certifies, and acknowledges that the shares of each Portfolio Company contributed to the Partnership were acquired by the Existing Fund at original issuance (directly or through an underwriter) in exchange for money, other property (not including stock), or as compensation for services, within the meaning of Section 1202(c)(1) of the Code. No share

Section 3.3 QSBS Holding Period Status. The General Partner hereby represents, certifies, and acknowledges the following with respect to the holding period of the shares of each Portfolio Company under Section 1202(a) of the Code. Section 1202(a)(1) generally requires that shares qualifying as QSBS be held for more than five years in order for the gain exclusion to apply upon a disposition of such shares. The acquisi

Section 3.4 QSBS Tacking. The General Partner hereby represents, certifies, and acknowledges as follows with respect to the preservation of QSBS status and holding period tacking in connection with the contribution: (a) To the knowledge of the General Partner, the contribution of the Portfolio Company shares to the Partnership pursuant to Section 721 of the Code is intended to preserve the QSBS status of such shares,

Section 3.5 No Disqualifying Transactions. The General Partner hereby represents, certifies, and acknowledges that, to the knowledge of the General Partner, no Portfolio Company has engaged in any transaction described in Section 1202(c)(3) of the Code (relating to significant stock redemptions) or Section 1202(c)(4) of the Code (relating to certain recapitalizations and other transactions) that would disqualify the

ARTICLE IV — BLOCKER ENTITY REPRESENTATIONS

Section 4.1 Domestic blocker. The General Partner hereby represents, certifies, and acknowledges as follows with respect to the Domestic blocker: (a) [Insert name of Domestic blocker], a [Insert jurisdiction] corporation (the "Domestic blocker"), has been duly formed, is validly existing, and is in good standing under the laws of [Insert jurisdiction]. The Domestic blocker has all requisite corporate power and author

Section 4.2 Offshore blocker. The General Partner hereby represents, certifies, and acknowledges as follows with respect to the Offshore blocker: (a) [Insert name of Offshore blocker], a [Insert jurisdiction] exempted company (the "Offshore blocker"), has been duly formed, is validly existing, and is in good standing under the laws of [Insert jurisdiction]. The Offshore blocker has all requisite corporate power and a

ARTICLE V — ADDITIONAL TAX REPRESENTATIONS

Section 5.1 Partnership Classification. The General Partner hereby represents and certifies that the Partnership is, and at all times since its formation has been, properly classified as a partnership for U.S. federal income tax purposes under Treasury Regulations Section 301.7701-3. No election has been made on Form 8832 or otherwise to treat the Partnership as a corporation or as an entity disregarded as separate f

Section 5.2 Tax Returns and Compliance. The General Partner hereby represents and certifies as follows with respect to the tax return filing obligations of the Existing Fund: (a) The Existing Fund has filed, or will file on a timely basis (taking into account any applicable extensions), all required federal, state, and local income tax returns, including without limitation IRS Form 1065 (U.S. Return of Partnership In

Section 5.3 Partnership Representative. The General Partner hereby represents and certifies that the Partnership has designated, or will designate prior to the filing of its first federal income tax return, [Insert name] as the "partnership representative" within the meaning of Section 6223 of the Code (as amended by Section 1101 of the Bipartisan Budget Act of 2015, Pub. L. No. 114-74) for the Partnership's taxable

Section 5.4 Withholding. The General Partner hereby represents and certifies that the General Partner has complied, and will continue to comply, with all applicable withholding obligations under the following provisions of the Code in connection with the Closing and the contribution of the Contributed Interests: (a) Section 1441 of the Code (relating to withholding of tax on nonresident aliens); (b) Section 1442 of t

Section 5.5 Section 704(c) Allocations. The General Partner hereby represents and certifies as follows with respect to the allocation of built-in gain in the Contributed Interests: (a) The Partnership will apply the [Insert method — e.g., traditional, traditional with curative, or remedial] allocation method under Section 704(c) of the Code and Treasury Regulations Section 1.704-3 with respect to the built-in gain (o

ARTICLE VI — LIMITATIONS AND QUALIFICATIONS

Section 6.1 Knowledge Qualifier. The representations and certifications contained herein are made to the knowledge of the General Partner after due inquiry of the officers and principals identified in the signature block below. For purposes of this Certificate, "knowledge of the General Partner" means the actual knowledge of such officers and principals after reasonable inquiry of the officers, directors, employees,

Section 6.2 Reliance on Counsel. In making the representations set forth in Articles II, III, and IV above, the General Partner has relied upon the advice of [Insert name of tax counsel], tax counsel to the [Insert name of Existing Fund/Partnership], and [Insert name of fund formation counsel], fund formation counsel to the [Insert name of Existing Fund/Partnership]. The General Partner has also relied upon the books

Section 6.3 No Opinion. This Certificate does not constitute a legal opinion or tax opinion, and no recipient hereof should rely upon this Certificate as such. The representations and certifications contained herein are factual in nature and are made by the General Partner in its capacity as the general partner of the Partnership. No attorney-client relationship is created by the delivery of this Certificate, and not

Section 6.4 Scope Limitations. This Certificate addresses only the U.S. federal income tax matters expressly covered herein and does not address any state, local, or non-U.S. tax consequences of the transactions described herein or of the ownership or disposition of the Contributed Interests or any interest in the Partnership. The General Partner makes no representation or certification with respect to the applicatio

Section 6.5 Survival. The representations and certifications contained herein shall survive the Closing for a period of [●] months/years [or as set forth in the LPA]. After the expiration of such survival period, no party shall have any further liability or obligation with respect to the representations and certifications contained herein, except to the extent that a claim based on a breach of any such representation

ARTICLE VII — EXECUTION AND DELIVERY

Section 7.1 Authorization. The undersigned are duly authorized officers, members, and/or managers of the General Partner and are executing this Certificate on behalf of the General Partner in their capacity as such, and not in their individual capacities. Each signatory hereto represents that he or she has been duly authorized by all necessary action of the General Partner (including, to the extent required, approval

Section 7.2 Governing Law. This Certificate shall be governed by and construed in accordance with the laws of the State of [Insert — e.g., Delaware], without regard to conflicts of law principles that would require the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Certificate shall be resolved in accordance with the dispute resolution provisions set forth in the LPA

Section 7.3 Counterparts. This Certificate may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Certificate by facsimile or portable document format (PDF) shall be effective as delivery of a manually executed counterpart of this Certificate. [Signat