1002-00005 · Client 1002 · Closing

closing-tax-certificate-form.docx DOCUMENT Funds

1 / 12 → ✕

FORM OF CLOSING TAX CERTIFICATE

Delivered by [Insert Name of GP Entity], as General Partner of [Insert Name of Continuation Vehicle]

[This form of Closing Tax Certificate is to be completed and executed by the General Partner at the closing of the Continuation Vehicle transaction. All bracketed items must be completed prior to execution. This certificate is being delivered pursuant to Section [●] of that certain Limited Partnership Agreement of [Insert Name of Continuation Vehicle], dated as of [●] (the "LPA").]

Date: [●], 2025

RECITALS

A. [Insert full legal name of GP entity], a [Insert jurisdiction] limited liability company (the "General Partner"), is the general partner of [Insert full legal name of Continuation Vehicle], a [Insert jurisdiction] limited partnership (the "Partnership" or the "Continuation Vehicle"). The General Partner has been duly appointed and is validly serving as the general partner of the Partnership in accordance with the governing documents of the Partnership and applicable law.

B. The General Partner is delivering this certificate (this "Certificate") in connection with the closing (the "Closing") of the Continuation Vehicle, pursuant to which [Insert full legal name of existing fund], a [Insert jurisdiction] limited partnership (the "Existing Fund"), is contributing to the Partnership all of its interests in certain portfolio companies (the "Contributed Interests"), as more fully described herein. The Closing is being effected in accordance with the terms and conditions of the governing documents referenced in Recital C below and in reliance upon, among other things, the representations, certifications, and acknowledgments set forth in this Certificate.

C. This Certificate is delivered pursuant to Section [●] of the LPA and Section [●] of the [Insert name of contribution agreement or transfer agreement] (the "Contribution Agreement"), each dated as of [●]. Each of the LPA and the Contribution Agreement contemplates the delivery of this Certificate as a condition to the consummation of the transactions described therein, and the representations and certifications contained herein are being furnished in satisfaction of such condition.

D. Capitalized terms used but not defined herein shall have the meanings set forth in the LPA unless otherwise indicated. In the event of a conflict between a definition set forth in this Certificate and the corresponding definition set forth in the LPA, the definition in this Certificate shall control solely for purposes of the representations, certifications, and acknowledgments contained herein.

ARTICLE I — DEFINITIONS

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 forth herein.

(a) "blocker Entities" means, collectively, the Domestic blocker and the Offshore blocker, and each individually a "Blocker Entity." [Insert names of domestic and offshore blocker entities.]

(b) "Closing Date" means [●], 2025, or such other date on which the Closing occurs in accordance with the terms of the Contribution Agreement.

(c) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute. References to a particular section of the Code shall include references to any successor provision and to all applicable Treasury Regulations promulgated thereunder, whether in temporary, proposed, or final form.

(d) "Contributed Interests" means the shares of capital stock (or other equity interests, as applicable) of each Portfolio Company contributed by the Existing Fund to the Partnership at the Closing, as more fully described in Section 2.2 and on Schedule A attached hereto.

(e) "Domestic blocker" means [Insert full legal name], a [Insert jurisdiction] corporation, which has been organized for the purposes described in Section 4.1 below.

(f) "Existing Fund" means [Insert full legal name], a [Insert jurisdiction] limited partnership (EIN: [●]).

(g) "General Partner" means [Insert full legal name], a [Insert jurisdiction] limited liability company, acting in its capacity as the general partner of the Partnership.

(h) "Offshore blocker" means [Insert full legal name], a [Insert jurisdiction] exempted company, which has been organized for the purposes described in Section 4.2 below.

(i) "Partnership" means [Insert full legal name of Continuation Vehicle], a [Insert jurisdiction] limited partnership.

(j) "Portfolio Companies" has the meaning set forth in Section 2.2 below and, for the avoidance of doubt, refers to each entity whose equity interests are being contributed to the Partnership as part of the Contributed Interests.

(k) "QSBS" means qualified small business stock within the meaning of Section 1202 of the Code, as further described in Article III below.

(l) "Section 707 Regulations" means Treasury Regulations Sections 1.707-3 through 1.707-9, as amended from time to time, including any successor regulations.

(m) "Section 721" means Section 721(a) of the Code, which provides for non-recognition of gain or loss on contributions of property to a partnership in exchange for an interest in such partnership.

(n) "Section 1202" means Section 1202 of the Code, which provides for the exclusion from gross income of gain from the sale or exchange of qualified small business stock held for more than five years.

(o) "Tax Protection Agreement" means that certain Tax Protection Agreement, dated as of [●], by and among the General Partner, the Partnership, and the parties identified therein, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.

(p) "Treasury Regulations" means the regulations promulgated by the United States Department of the Treasury under the Code, including temporary and proposed regulations.

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 partnership under Section 721(a) of the Code. It is the intent of the General Partner, and the General Partner has been advised by its tax counsel, that no gain or loss shall be recognized by the Existing Fund, the Partnership, or any partner of the Existing Fund (in its capacity as such) in connection with such contribution, except to the extent that any Contributed Interest consists of property described in Section 721(b) of the Code (relating to certain investment company transfers) or is otherwise subject to an exception to the general non-recognition rule set forth in Section 721(a). The General Partner is not aware of any facts or circumstances that would cause Section 721(b) of the Code to apply to the contribution.

(b) The Partnership's tax basis in the Contributed Interests shall be determined under Section 722 of the Code — that is, the Partnership shall have a carryover basis in the Contributed Interests equal to the Existing Fund's adjusted tax basis in such interests immediately prior to the contribution, increased by the amount of any gain recognized by the Existing Fund (if any) with respect to such contribution. The adjusted tax basis of the Existing Fund in each of the Contributed Interests as of the Closing Date is as set forth on Schedule A attached hereto.

(c) The holding period of the Partnership in each of the Contributed Interests shall include the holding period of the Existing Fund with respect to such interests, as provided by Section 1223(2) of the Code. For the avoidance of doubt, the tacking of the holding period applies to each class and lot of shares comprising the Contributed Interests, and the relevant acquisition dates are set forth on Schedule A.

(d) The adjusted tax basis for each Portfolio Company interest contributed to the Partnership is as set forth on Schedule A attached hereto. [Insert adjusted basis for each Portfolio Company interest as set forth on Schedule A.] The aggregate adjusted tax basis of all Contributed Interests is $[●], as further detailed on Schedule A.

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, each entity listed above is referred to individually as a "Portfolio Company" and collectively as the "Portfolio Companies."

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 property under Section 707(a)(2)(B) of the Code and the Section 707 Regulations. The contribution is being made in exchange for partnership interests in the Partnership, and such exchange is bona fide and not part of an integrated transaction that would, when taken together with one or more related transfers, be properly characterized as a sale of all or a portion of the Contributed Interests.

(b) No partner of the Existing Fund has received, or is entitled to receive, any distribution from the Partnership or any related entity (including, without limitation, any entity controlled by, controlling, or under common control with, the General Partner or the Partnership) that would be treated as part of a disguised sale in connection with the contribution of the Contributed Interests. Specifically, no transfer of money or other consideration has been made or is planned to be made, directly or indirectly, to the Existing Fund or any partner of the Existing Fund, that is related to the contribution within the meaning of Treasury Regulations Section 1.707-3(b).

(c) The contribution is not being made pursuant to a plan or arrangement under which any portion of the Contributed Interests would be distributed or disposed of within the two-year presumption period described in Treasury Regulations Section 1.707-3(c), except as expressly disclosed on Schedule B attached hereto. To the extent that any distribution, allocation, or arrangement is disclosed on Schedule B, the General Partner has determined, based on the advice of tax counsel, that such distribution, allocation, or arrangement does not cause the contribution to be recharacterized as a disguised sale, in whole or in part, under the Section 707 Regulations.

(d) The General Partner acknowledges that Treasury Regulations Section 1.707-3(c) provides a rebuttable presumption that transfers made within two years of a contribution are part of a sale, and that Treasury Regulations Section 1.707-3(d) provides a rebuttable presumption that transfers made more than two years after a contribution are not part of a sale. The General Partner is not aware of any facts that would rebut the applicable presumption with respect to any transfer disclosed, or required to be disclosed, on Schedule B.

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(d) of the Code, meaning:

(a) such Portfolio Company is a domestic C-corporation, incorporated under the laws of one of the fifty states of the United States or the District of Columbia, and has been a domestic C-corporation at all relevant times since the issuance of the shares being contributed to the Partnership;

(b) the aggregate gross assets of such Portfolio Company (as defined in Section 1202(d)(2) of the Code, and including amounts received in the issuance that included the shares being contributed) did not exceed $50,000,000 at any time on or before the issuance of the shares contributed to the Partnership, within the meaning of Section 1202(d)(1) of the Code. For this purpose, "aggregate gross assets" means the amount of cash and the aggregate adjusted bases of other property held by the corporation, determined in accordance with Section 1202(d)(2), and taking into account the applicable rules regarding aggregation of related entities under Section 1202(d)(3); and

(c) during substantially all of the period during which the shares were held by the Existing Fund, such Portfolio Company met the active business requirements of Section 1202(e) of the Code, including without limitation the requirement that at least 80% (by value) of the assets of such company were used by such company in the active conduct of one or more qualified trades or businesses (within the meaning of Section 1202(e)(3)).

[For any Portfolio Company where the aggregate gross assets analysis is pending or the $50 million threshold was near, include appropriate qualifications or carve-outs in Schedule C attached hereto.]

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 shares constituting Contributed Interests were acquired by the Existing Fund in a secondary transaction, in a transfer from another holder, or in any transaction that would not satisfy the original issuance requirement of Section 1202(c)(1). To the extent that any shares were acquired in exchange for other property, the General Partner confirms that such property did not consist of stock within the meaning of Section 1202(c)(1)(B).

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 acquisition date and holding period status of each Portfolio Company's shares are as set forth below:

[For each Portfolio Company, indicate whether the five-year holding period under Section 1202(a)(1) has been satisfied as of the Closing Date or, if not yet satisfied, the expected date of satisfaction.]

The foregoing dates are based on the books and records of the Existing Fund and such other information as has been made available to the General Partner in connection with the transactions contemplated by the Contribution Agreement.

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, including the tacking of the holding period under Section 1202(h) of the Code. Section 1202(h)(2)(B) provides that, in the case of a contribution of QSBS to a partnership, the contributing partner's holding period in the QSBS shall be tacked to the partnership's holding period for purposes of the five-year holding requirement of Section 1202(a)(1). The General Partner is not aware of any facts or circumstances that would prevent such tacking from applying with respect to the Contributed Interests.

(b) For any Portfolio Company whose five-year holding period has not yet been satisfied as of the Closing Date, the Partnership intends to hold such shares through the date on which the five-year holding period is satisfied, subject to the terms and conditions of the LPA and any applicable Tax Protection Agreement. The General Partner acknowledges that a premature disposition of shares whose five-year holding period has not yet been satisfied may result in the loss of QSBS treatment for the relevant limited partners, and the General Partner undertakes to provide notice to the limited partners in accordance with the terms of the LPA and the Tax Protection Agreement in the event of any such proposed disposition.

(c) The General Partner acknowledges that the tacking rules under Section 1202(h) apply at the partner level and that each partner's eligibility for the QSBS gain exclusion will depend on such partner's individual facts and circumstances, including without limitation the application of the per-issuer limitation under Section 1202(b) and the eligible taxpayer requirements of Section 1202(a).

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 contributed shares from QSBS treatment. Specifically:

(a) No Portfolio Company has, during the four-year period beginning on the date two years before the issuance of the Contributed Interests, purchased (directly or through an affiliate) stock of such Portfolio Company from the Existing Fund or any person related to the Existing Fund, in an aggregate amount exceeding the safe harbor threshold described in Section 1202(c)(3)(B).

(b) No Portfolio Company has, during the two-year period beginning on the date one year before the issuance of the Contributed Interests, made any purchase of its own stock having an aggregate value (as of the time of the respective purchases) exceeding 5% of the aggregate value of all of the stock of such Portfolio Company as of the beginning of such two-year period, other than in redemptions or purchases permitted by Section 1202(c)(3)(B).

(c) No Portfolio Company has engaged in any recapitalization, reorganization, or other transaction that would be treated as a significant change in the equity structure of such company within the meaning of Section 1202(c)(4).

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 authority to hold interests in the Partnership and to carry out its obligations as a limited partner of the Partnership in accordance with the LPA.

(b) The Domestic blocker has elected, or will be treated by default, as a corporation for U.S. federal income tax purposes under Treasury Regulations Section 301.7701-3. Specifically, the Domestic blocker is an entity formed under the corporate laws of [Insert jurisdiction], and by default is classified as a corporation under Treasury Regulations Section 301.7701-2(b) without the need for any election. No entity classification election on Form 8832 has been filed, or is intended to be filed, to treat the Domestic blocker as other than a corporation for U.S. federal income tax purposes.

(c) The Domestic blocker has been organized for the purpose of holding interests in the Partnership on behalf of certain tax-exempt limited partners of the Partnership (including, without limitation, entities described in Section 501(a) of the Code, qualified retirement plans under Section 401(a) of the Code, and individual retirement accounts described in Section 408(a) of the Code) in order to block the allocation of unrelated business taxable income ("UBTI"), within the meaning of Sections 511 through 514 of the Code, to such tax-exempt limited partners. Income and gain recognized by the Domestic blocker from its investment in the Partnership will be subject to U.S. federal corporate income tax at the entity level, rather than being passed through to the tax-exempt limited partners as UBTI.

(d) [Confirm that no election has been made, or will be made, to treat the Domestic blocker as other than a corporation for U.S. federal income tax purposes.]

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 authority to hold interests in the Partnership and to carry out its obligations as a limited partner of the Partnership in accordance with the LPA.

(b) A Form 8832 (Entity Classification Election) has been, or will be, filed with the Internal Revenue Service to elect treatment of the Offshore blocker as a corporation (specifically, as an association taxable as a corporation) for U.S. federal income tax purposes, effective as of [●]. [Confirm the filing date and effective date of the Form 8832 election.] The General Partner shall cause a copy of such Form 8832, or evidence of its filing, to be maintained in the books and records of the Partnership.

(c) The Offshore blocker has been organized for the purpose of holding interests in the Partnership on behalf of certain non-U.S. limited partners of the Partnership in order to (i) block the allocation of income that would be treated as income effectively connected with the conduct of a trade or business within the United States ("ECI") under Section 864(c) of the Code to such non-U.S. limited partners, (ii) avoid withholding obligations that would otherwise arise under Sections 1446 and 1446(f) of the Code with respect to allocations or distributions of ECI to non-U.S. partners, and (iii) mitigate the application of Sections 897 and 1445 of the Code (relating to the Foreign Investment in Real Property Tax Act of 1980, "FIRPTA") to the extent that any Portfolio Company interest constitutes, or is treated as, a United States real property interest.

(d) The Offshore blocker does not have, and is not expected to have, any U.S. trade or business or permanent establishment in the United States (other than through its investment in the Partnership), and the Offshore blocker's sole activity is to hold its limited partnership interest in the Partnership.

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 from its owner for U.S. federal income tax purposes. The Partnership has at all times had at least two members (within the meaning of Treasury Regulations Section 301.7701-3(b)(1)), and the default classification of the Partnership as a partnership has not been changed or challenged. The General Partner is not aware of any facts or circumstances that would cause the classification of the Partnership as a partnership to be questioned or challenged by the Internal Revenue Service or any other taxing authority.

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 Income) and all IRS Schedules K-1 (Partner's Share of Income, Deductions, Credits, etc.) for all partners of the Existing Fund, for all taxable periods through and including the final taxable period ending on or before the Closing Date.

(b) The General Partner is not aware of any pending or threatened audit, assessment, or deficiency with respect to the federal income tax returns of the Existing Fund that would materially affect the tax treatment of the Contributed Interests or the tax attributes (including basis, holding period, or QSBS status) of the Contributed Interests as represented in this Certificate.

(c) All material taxes owed by the Existing Fund with respect to taxable periods ending on or before the Closing Date have been paid, or adequate provision for the payment thereof has been made, and there are no outstanding liens for taxes on any of the Contributed Interests.

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 years beginning after December 31, 2017. The designated partnership representative has substantial presence in the United States within the meaning of Treasury Regulations Section 301.6223-1(b)(2), or, if the designated partnership representative is an entity, the Partnership will appoint a designated individual meeting such requirements in accordance with Treasury Regulations Section 301.6223-1(b)(3). The General Partner acknowledges that the partnership representative has the authority to bind all partners of the Partnership with respect to partnership-level proceedings under Subchapter C of Chapter 63 of the Code, and the General Partner shall cause the Partnership to comply with all applicable notification and election requirements, including any election under Section 6226 of the Code to push out audit adjustments to reviewed-year partners.

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 the Code (relating to withholding of tax on foreign corporations);

(d) Section 1446 of the Code (relating to withholding on effectively connected taxable income allocated to foreign partners); and

(e) Section 1446(f) of the Code (relating to withholding on the transfer of a partnership interest by a non-U.S. person).

The General Partner has obtained, or will obtain prior to the Closing, valid IRS Forms W-9 or the applicable IRS Form W-8 (including Form W-8BEN, Form W-8BEN-E, Form W-8IMY, Form W-8ECI, or Form W-8EXP, as applicable) from each partner of the Partnership and from the Existing Fund in connection with the contribution of the Contributed Interests.

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 (or built-in loss, if applicable) in the Contributed Interests. The selection of such allocation method is set forth in Section [●] of the LPA and shall be applied consistently with respect to all Contributed Interests unless otherwise required by applicable law or agreed to by the partners.

(b) The aggregate built-in gain in the Contributed Interests as of the Closing Date is equal to the excess of the aggregate fair market value of the Contributed Interests over the aggregate adjusted tax basis of the Contributed Interests, as determined for purposes of Section 704(c) of the Code: $[●]. [Specify aggregate built-in gain: $[●].]

(c) For purposes of the Section 704(c) allocation, the fair market value of the Contributed Interests shall be as determined in accordance with the independent valuation report delivered by [Insert name of valuation firm] and as reflected on Schedule A, subject to any adjustments agreed upon by the partners and set forth in the LPA.

(d) The General Partner acknowledges that the Section 704(c) allocation method applies solely for U.S. federal income tax purposes and may result in allocations of taxable income, gain, loss, and deduction among the partners that differ from the economic allocations set forth in the LPA.

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, and advisors of the General Partner, the Existing Fund, and the Portfolio Companies who would reasonably be expected to have knowledge of the matters addressed herein. No representation or certification contained herein shall be deemed to be a guarantee or assurance that any particular tax treatment will be sustained upon examination by the Internal Revenue Service or any other taxing authority, or in any judicial or administrative proceeding.

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 and records of the Existing Fund and each Portfolio Company, and upon the factual representations and certifications made by the management of each Portfolio Company in connection with the QSBS diligence conducted in anticipation of the Closing. Copies of the tax counsel opinion letters and QSBS diligence questionnaires have been made available to the General Partner and are maintained in the files of the Partnership.

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 nothing herein should be construed as a guarantee or prediction of any particular tax outcome. Each recipient of this Certificate is advised to consult with its own legal and tax advisors regarding the matters addressed herein.

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 application of any state, local, or non-U.S. tax law to the transactions contemplated by the LPA, the Contribution Agreement, or this Certificate.

This Certificate does not address the tax treatment of any particular limited partner of the Partnership, the Existing Fund, or any blocker Entity. Each limited partner should consult with its own tax advisors regarding the U.S. federal, state, local, and non-U.S. tax consequences of its investment in the Partnership, including without limitation the availability of the QSBS exclusion under Section 1202 of the Code, which depends on such limited partner's individual facts and circumstances (including, without limitation, such limited partner's status as a natural person, estate, trust, partnership, or other entity, and the application of the per-issuer limitation under Section 1202(b) of the Code).

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 or certification has been asserted in writing prior to the expiration of such survival period. The survival provisions of this Section 6.5 are subject to, and shall not limit, any longer survival period applicable to any representation or warranty contained in the LPA or the Contribution Agreement.

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 by the members, managers, or board of directors of the General Partner pursuant to the General Partner's operating agreement or other governing documents) to execute and deliver this Certificate. The execution and delivery of this Certificate by the General Partner does not violate, conflict with, or constitute a default under any agreement, instrument, or obligation to which the General Partner is a party or by which it is bound.

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.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Closing Tax Certificate as of the date first written above.

[INSERT FULL LEGAL NAME OF GP ENTITY], a [Insert jurisdiction] limited liability company, as General Partner of [Insert Full Legal Name of Continuation Vehicle]

By: ________

Name: [●]

Title: [●]

By: ________

Name: [●]

Title: [●]

[Two authorized signatories of the General Partner should execute this Certificate. Confirm signatory authority under the GP's operating agreement.]

SCHEDULE A

Portfolio Company Interests Contributed

Schedule A to Closing Tax Certificate

The following table sets forth, for each Portfolio Company, the details of the equity interests contributed by the Existing Fund to the Partnership at the Closing, including the entity type, jurisdiction of organization, employer identification number, class and number of shares contributed, the Existing Fund's adjusted tax basis in such shares, the fair market value of such shares as of the Closing Date, the date of original acquisition, and the QSBS five-year holding period status.

[Complete all fields based on the Existing Fund's books and records and the independent valuation report delivered by [Insert name of valuation firm]. Aggregate built-in gain equals aggregate FMV minus aggregate adjusted tax basis.]

SCHEDULE B

Disclosed Distributions or Arrangements (Section 707 Disguised Sale)

Schedule B to Closing Tax Certificate

[List any distributions, allocations, or arrangements that may be relevant to the disguised sale analysis under Section 707(a)(2)(B) of the Code and Treasury Regulations Section 1.707-3, including but not limited to (i) any distribution of money or other property by the Partnership to the Existing Fund or any partner of the Existing Fund that is made within the two-year period described in Treasury Regulations Section 1.707-3(c), (ii) any guaranteed payment, preferred return, or other allocation that may be characterized as a transfer related to the contribution, and (iii) any other arrangement that could be treated as part of a disguised sale. If none, state "None."]

[●] / None

SCHEDULE C

QSBS Qualification Notes

Schedule C to Closing Tax Certificate

[For each Portfolio Company, provide any additional notes, qualifications, or diligence items relevant to the Section 1202 QSBS representations made in Article III, including (a) any aggregate gross asset threshold analysis where the $50 million limit was near the threshold at time of share issuance, (b) any active business requirement analysis under Section 1202(e) (including identification of any excluded activities under Section 1202(e)(3)), and (c) any pending holding period matters. If no additional notes, state "None."]

Portfolio Company 1: [Insert name] — [Insert notes or "No additional qualifications."]

Portfolio Company 2: [Insert name] — [Insert notes or "No additional qualifications."]

Portfolio Company 3: [Insert name] — [Insert notes or "No additional qualifications."]

END OF FORM OF CLOSING TAX CERTIFICATE

Portfolio Company	Jurisdiction	EIN	Shares Contributed	Adjusted Tax Basis
[Insert Name]	[Insert]	[●]	[●] shares of [●]	$[●]
[Insert Name]	[Insert]	[●]	[●] shares of [●]	$[●]
[Insert Name]	[Insert]	[●]	[●] shares of [●]	$[●]
Aggregate	$[●]
Portfolio Company	Date of Acquisition	Five-Year Holding Period Satisfied?	Expected Satisfaction Date (if not yet met)
[Insert Name]	[●]	[Yes/No]	[●]
[Insert Name]	[●]	[Yes/No]	[●]
[Insert Name]	[●]	[Yes/No]	[●]
No.	Portfolio Company (Full Legal Name)	Entity Type	Jurisdiction	EIN	Class of Shares	Number of Shares Contributed	Existing Fund's Adjusted Tax Basis	Fair Market Value as of [●]	Date of Original Acquisition	QSBS Five-Year Holding Period Status
1.	[Insert]	[Insert]	[Insert]	[●]	[Insert]	[●]	$[●]	$[●]	[●]	[Satisfied / Pending — expected [●]]
2.	[Insert]	[Insert]	[Insert]	[●]	[Insert]	[●]	$[●]	$[●]	[●]	[Satisfied / Pending — expected [●]]
3.	[Insert]	[Insert]	[Insert]	[●]	[Insert]	[●]	$[●]	$[●]	[●]	[Satisfied / Pending — expected [●]]
Totals	$[●]	$[●]

FORM OF CLOSING TAX CERTIFICATE
Delivered by [Insert Name of GP Entity], as General Partner of [Insert Name of Continuation Vehicle]
[This form of Closing Tax Certificate is to be completed and executed by the General Partner at the closing of the Continuation Vehicle transaction. All bracketed items must be completed prior to execution. This certificate is being delivered pursuant to Section [●] of that certain Limited Partnership Agreement of [Insert Name of Continuation Vehicle], dated as of [●] (the "LPA").]
Date: [●], 2025
RECITALS
A. [Insert full legal name of GP entity], a [Insert jurisdiction] limited liability company (the "General Partner"), is the general partner of [Insert full legal name of Continuation Vehicle], a [Insert jurisdiction] limited partnership (the "Partnership" or the "Continuation Vehicle"). The General Partner has been duly appointed and is validly serving as the general partner of the Partnership in accordance with the governing documents of the Partnership and applicable law.
B. The General Partner is delivering this certificate (this "Certificate") in connection with the closing (the "Closing") of the Continuation Vehicle, pursuant to which [Insert full legal name of existing fund], a [Insert jurisdiction] limited partnership (the "Existing Fund"), is contributing to the Partnership all of its interests in certain portfolio companies (the "Contributed Interests"), as more fully described herein. The Closing is being effected in accordance with the terms and conditions of the governing documents referenced in Recital C below and in reliance upon, among other things, the representations, certifications, and acknowledgments set forth in this Certificate.
C. This Certificate is delivered pursuant to Section [●] of the LPA and Section [●] of the [Insert name of contribution agreement or transfer agreement] (the "Contribution Agreement"), each dated as of [●]. Each of the LPA and the Contribution Agreement contemplates the delivery of this Certificate as a condition to the consummation of the transactions described therein, and the representations and certifications contained herein are being furnished in satisfaction of such condition.
D. Capitalized terms used but not defined herein shall have the meanings set forth in the LPA unless otherwise indicated. In the event of a conflict between a definition set forth in this Certificate and the corresponding definition set forth in the LPA, the definition in this Certificate shall control solely for purposes of the representations, certifications, and acknowledgments contained herein.
ARTICLE I — DEFINITIONS
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 forth herein.
(a) "blocker Entities" means, collectively, the Domestic blocker and the Offshore blocker, and each individually a "Blocker Entity." [Insert names of domestic and offshore blocker entities.]
(b) "Closing Date" means [●], 2025, or such other date on which the Closing occurs in accordance with the terms of the Contribution Agreement.
(c) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute. References to a particular section of the Code shall include references to any successor provision and to all applicable Treasury Regulations promulgated thereunder, whether in temporary, proposed, or final form.
(d) "Contributed Interests" means the shares of capital stock (or other equity interests, as applicable) of each Portfolio Company contributed by the Existing Fund to the Partnership at the Closing, as more fully described in Section 2.2 and on Schedule A attached hereto.
(e) "Domestic blocker" means [Insert full legal name], a [Insert jurisdiction] corporation, which has been organized for the purposes described in Section 4.1 below.
(f) "Existing Fund" means [Insert full legal name], a [Insert jurisdiction] limited partnership (EIN: [●]).
(g) "General Partner" means [Insert full legal name], a [Insert jurisdiction] limited liability company, acting in its capacity as the general partner of the Partnership.
(h) "Offshore blocker" means [Insert full legal name], a [Insert jurisdiction] exempted company, which has been organized for the purposes described in Section 4.2 below.
(i) "Partnership" means [Insert full legal name of Continuation Vehicle], a [Insert jurisdiction] limited partnership.
(j) "Portfolio Companies" has the meaning set forth in Section 2.2 below and, for the avoidance of doubt, refers to each entity whose equity interests are being contributed to the Partnership as part of the Contributed Interests.
(k) "QSBS" means qualified small business stock within the meaning of Section 1202 of the Code, as further described in Article III below.
(l) "Section 707 Regulations" means Treasury Regulations Sections 1.707-3 through 1.707-9, as amended from time to time, including any successor regulations.
(m) "Section 721" means Section 721(a) of the Code, which provides for non-recognition of gain or loss on contributions of property to a partnership in exchange for an interest in such partnership.
(n) "Section 1202" means Section 1202 of the Code, which provides for the exclusion from gross income of gain from the sale or exchange of qualified small business stock held for more than five years.
(o) "Tax Protection Agreement" means that certain Tax Protection Agreement, dated as of [●], by and among the General Partner, the Partnership, and the parties identified therein, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.
(p) "Treasury Regulations" means the regulations promulgated by the United States Department of the Treasury under the Code, including temporary and proposed regulations.
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 partnership under Section 721(a) of the Code. It is the intent of the General Partner, and the General Partner has been advised by its tax counsel, that no gain or loss shall be recognized by the Existing Fund, the Partnership, or any partner of the Existing Fund (in its capacity as such) in connection with such contribution, except to the extent that any Contributed Interest consists of property described in Section 721(b) of the Code (relating to certain investment company transfers) or is otherwise subject to an exception to the general non-recognition rule set forth in Section 721(a). The General Partner is not aware of any facts or circumstances that would cause Section 721(b) of the Code to apply to the contribution.
(b) The Partnership's tax basis in the Contributed Interests shall be determined under Section 722 of the Code — that is, the Partnership shall have a carryover basis in the Contributed Interests equal to the Existing Fund's adjusted tax basis in such interests immediately prior to the contribution, increased by the amount of any gain recognized by the Existing Fund (if any) with respect to such contribution. The adjusted tax basis of the Existing Fund in each of the Contributed Interests as of the Closing Date is as set forth on Schedule A attached hereto.
(c) The holding period of the Partnership in each of the Contributed Interests shall include the holding period of the Existing Fund with respect to such interests, as provided by Section 1223(2) of the Code. For the avoidance of doubt, the tacking of the holding period applies to each class and lot of shares comprising the Contributed Interests, and the relevant acquisition dates are set forth on Schedule A.
(d) The adjusted tax basis for each Portfolio Company interest contributed to the Partnership is as set forth on Schedule A attached hereto. [Insert adjusted basis for each Portfolio Company interest as set forth on Schedule A.] The aggregate adjusted tax basis of all Contributed Interests is $[●], as further detailed on Schedule A.
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, each entity listed above is referred to individually as a "Portfolio Company" and collectively as the "Portfolio Companies."
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 property under Section 707(a)(2)(B) of the Code and the Section 707 Regulations. The contribution is being made in exchange for partnership interests in the Partnership, and such exchange is bona fide and not part of an integrated transaction that would, when taken together with one or more related transfers, be properly characterized as a sale of all or a portion of the Contributed Interests.
(b) No partner of the Existing Fund has received, or is entitled to receive, any distribution from the Partnership or any related entity (including, without limitation, any entity controlled by, controlling, or under common control with, the General Partner or the Partnership) that would be treated as part of a disguised sale in connection with the contribution of the Contributed Interests. Specifically, no transfer of money or other consideration has been made or is planned to be made, directly or indirectly, to the Existing Fund or any partner of the Existing Fund, that is related to the contribution within the meaning of Treasury Regulations Section 1.707-3(b).
(c) The contribution is not being made pursuant to a plan or arrangement under which any portion of the Contributed Interests would be distributed or disposed of within the two-year presumption period described in Treasury Regulations Section 1.707-3(c), except as expressly disclosed on Schedule B attached hereto. To the extent that any distribution, allocation, or arrangement is disclosed on Schedule B, the General Partner has determined, based on the advice of tax counsel, that such distribution, allocation, or arrangement does not cause the contribution to be recharacterized as a disguised sale, in whole or in part, under the Section 707 Regulations.
(d) The General Partner acknowledges that Treasury Regulations Section 1.707-3(c) provides a rebuttable presumption that transfers made within two years of a contribution are part of a sale, and that Treasury Regulations Section 1.707-3(d) provides a rebuttable presumption that transfers made more than two years after a contribution are not part of a sale. The General Partner is not aware of any facts that would rebut the applicable presumption with respect to any transfer disclosed, or required to be disclosed, on Schedule B.
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(d) of the Code, meaning:
(a) such Portfolio Company is a domestic C-corporation, incorporated under the laws of one of the fifty states of the United States or the District of Columbia, and has been a domestic C-corporation at all relevant times since the issuance of the shares being contributed to the Partnership;
(b) the aggregate gross assets of such Portfolio Company (as defined in Section 1202(d)(2) of the Code, and including amounts received in the issuance that included the shares being contributed) did not exceed $50,000,000 at any time on or before the issuance of the shares contributed to the Partnership, within the meaning of Section 1202(d)(1) of the Code. For this purpose, "aggregate gross assets" means the amount of cash and the aggregate adjusted bases of other property held by the corporation, determined in accordance with Section 1202(d)(2), and taking into account the applicable rules regarding aggregation of related entities under Section 1202(d)(3); and
(c) during substantially all of the period during which the shares were held by the Existing Fund, such Portfolio Company met the active business requirements of Section 1202(e) of the Code, including without limitation the requirement that at least 80% (by value) of the assets of such company were used by such company in the active conduct of one or more qualified trades or businesses (within the meaning of Section 1202(e)(3)).
[For any Portfolio Company where the aggregate gross assets analysis is pending or the $50 million threshold was near, include appropriate qualifications or carve-outs in Schedule C attached hereto.]
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 shares constituting Contributed Interests were acquired by the Existing Fund in a secondary transaction, in a transfer from another holder, or in any transaction that would not satisfy the original issuance requirement of Section 1202(c)(1). To the extent that any shares were acquired in exchange for other property, the General Partner confirms that such property did not consist of stock within the meaning of Section 1202(c)(1)(B).
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 acquisition date and holding period status of each Portfolio Company's shares are as set forth below:
[For each Portfolio Company, indicate whether the five-year holding period under Section 1202(a)(1) has been satisfied as of the Closing Date or, if not yet satisfied, the expected date of satisfaction.]
The foregoing dates are based on the books and records of the Existing Fund and such other information as has been made available to the General Partner in connection with the transactions contemplated by the Contribution Agreement.
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, including the tacking of the holding period under Section 1202(h) of the Code. Section 1202(h)(2)(B) provides that, in the case of a contribution of QSBS to a partnership, the contributing partner's holding period in the QSBS shall be tacked to the partnership's holding period for purposes of the five-year holding requirement of Section 1202(a)(1). The General Partner is not aware of any facts or circumstances that would prevent such tacking from applying with respect to the Contributed Interests.
(b) For any Portfolio Company whose five-year holding period has not yet been satisfied as of the Closing Date, the Partnership intends to hold such shares through the date on which the five-year holding period is satisfied, subject to the terms and conditions of the LPA and any applicable Tax Protection Agreement. The General Partner acknowledges that a premature disposition of shares whose five-year holding period has not yet been satisfied may result in the loss of QSBS treatment for the relevant limited partners, and the General Partner undertakes to provide notice to the limited partners in accordance with the terms of the LPA and the Tax Protection Agreement in the event of any such proposed disposition.
(c) The General Partner acknowledges that the tacking rules under Section 1202(h) apply at the partner level and that each partner's eligibility for the QSBS gain exclusion will depend on such partner's individual facts and circumstances, including without limitation the application of the per-issuer limitation under Section 1202(b) and the eligible taxpayer requirements of Section 1202(a).
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 contributed shares from QSBS treatment. Specifically:
(a) No Portfolio Company has, during the four-year period beginning on the date two years before the issuance of the Contributed Interests, purchased (directly or through an affiliate) stock of such Portfolio Company from the Existing Fund or any person related to the Existing Fund, in an aggregate amount exceeding the safe harbor threshold described in Section 1202(c)(3)(B).
(b) No Portfolio Company has, during the two-year period beginning on the date one year before the issuance of the Contributed Interests, made any purchase of its own stock having an aggregate value (as of the time of the respective purchases) exceeding 5% of the aggregate value of all of the stock of such Portfolio Company as of the beginning of such two-year period, other than in redemptions or purchases permitted by Section 1202(c)(3)(B).
(c) No Portfolio Company has engaged in any recapitalization, reorganization, or other transaction that would be treated as a significant change in the equity structure of such company within the meaning of Section 1202(c)(4).
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 authority to hold interests in the Partnership and to carry out its obligations as a limited partner of the Partnership in accordance with the LPA.
(b) The Domestic blocker has elected, or will be treated by default, as a corporation for U.S. federal income tax purposes under Treasury Regulations Section 301.7701-3. Specifically, the Domestic blocker is an entity formed under the corporate laws of [Insert jurisdiction], and by default is classified as a corporation under Treasury Regulations Section 301.7701-2(b) without the need for any election. No entity classification election on Form 8832 has been filed, or is intended to be filed, to treat the Domestic blocker as other than a corporation for U.S. federal income tax purposes.
(c) The Domestic blocker has been organized for the purpose of holding interests in the Partnership on behalf of certain tax-exempt limited partners of the Partnership (including, without limitation, entities described in Section 501(a) of the Code, qualified retirement plans under Section 401(a) of the Code, and individual retirement accounts described in Section 408(a) of the Code) in order to block the allocation of unrelated business taxable income ("UBTI"), within the meaning of Sections 511 through 514 of the Code, to such tax-exempt limited partners. Income and gain recognized by the Domestic blocker from its investment in the Partnership will be subject to U.S. federal corporate income tax at the entity level, rather than being passed through to the tax-exempt limited partners as UBTI.
(d) [Confirm that no election has been made, or will be made, to treat the Domestic blocker as other than a corporation for U.S. federal income tax purposes.]
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 authority to hold interests in the Partnership and to carry out its obligations as a limited partner of the Partnership in accordance with the LPA.
(b) A Form 8832 (Entity Classification Election) has been, or will be, filed with the Internal Revenue Service to elect treatment of the Offshore blocker as a corporation (specifically, as an association taxable as a corporation) for U.S. federal income tax purposes, effective as of [●]. [Confirm the filing date and effective date of the Form 8832 election.] The General Partner shall cause a copy of such Form 8832, or evidence of its filing, to be maintained in the books and records of the Partnership.
(c) The Offshore blocker has been organized for the purpose of holding interests in the Partnership on behalf of certain non-U.S. limited partners of the Partnership in order to (i) block the allocation of income that would be treated as income effectively connected with the conduct of a trade or business within the United States ("ECI") under Section 864(c) of the Code to such non-U.S. limited partners, (ii) avoid withholding obligations that would otherwise arise under Sections 1446 and 1446(f) of the Code with respect to allocations or distributions of ECI to non-U.S. partners, and (iii) mitigate the application of Sections 897 and 1445 of the Code (relating to the Foreign Investment in Real Property Tax Act of 1980, "FIRPTA") to the extent that any Portfolio Company interest constitutes, or is treated as, a United States real property interest.
(d) The Offshore blocker does not have, and is not expected to have, any U.S. trade or business or permanent establishment in the United States (other than through its investment in the Partnership), and the Offshore blocker's sole activity is to hold its limited partnership interest in the Partnership.
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 from its owner for U.S. federal income tax purposes. The Partnership has at all times had at least two members (within the meaning of Treasury Regulations Section 301.7701-3(b)(1)), and the default classification of the Partnership as a partnership has not been changed or challenged. The General Partner is not aware of any facts or circumstances that would cause the classification of the Partnership as a partnership to be questioned or challenged by the Internal Revenue Service or any other taxing authority.
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 Income) and all IRS Schedules K-1 (Partner's Share of Income, Deductions, Credits, etc.) for all partners of the Existing Fund, for all taxable periods through and including the final taxable period ending on or before the Closing Date.
(b) The General Partner is not aware of any pending or threatened audit, assessment, or deficiency with respect to the federal income tax returns of the Existing Fund that would materially affect the tax treatment of the Contributed Interests or the tax attributes (including basis, holding period, or QSBS status) of the Contributed Interests as represented in this Certificate.
(c) All material taxes owed by the Existing Fund with respect to taxable periods ending on or before the Closing Date have been paid, or adequate provision for the payment thereof has been made, and there are no outstanding liens for taxes on any of the Contributed Interests.
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 years beginning after December 31, 2017. The designated partnership representative has substantial presence in the United States within the meaning of Treasury Regulations Section 301.6223-1(b)(2), or, if the designated partnership representative is an entity, the Partnership will appoint a designated individual meeting such requirements in accordance with Treasury Regulations Section 301.6223-1(b)(3). The General Partner acknowledges that the partnership representative has the authority to bind all partners of the Partnership with respect to partnership-level proceedings under Subchapter C of Chapter 63 of the Code, and the General Partner shall cause the Partnership to comply with all applicable notification and election requirements, including any election under Section 6226 of the Code to push out audit adjustments to reviewed-year partners.
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 the Code (relating to withholding of tax on foreign corporations);
(c) Section 1445 of the Code (relating to withholding on dispositions of United States real property interests);
(d) Section 1446 of the Code (relating to withholding on effectively connected taxable income allocated to foreign partners); and
(e) Section 1446(f) of the Code (relating to withholding on the transfer of a partnership interest by a non-U.S. person).
The General Partner has obtained, or will obtain prior to the Closing, valid IRS Forms W-9 or the applicable IRS Form W-8 (including Form W-8BEN, Form W-8BEN-E, Form W-8IMY, Form W-8ECI, or Form W-8EXP, as applicable) from each partner of the Partnership and from the Existing Fund in connection with the contribution of the Contributed Interests.
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 (or built-in loss, if applicable) in the Contributed Interests. The selection of such allocation method is set forth in Section [●] of the LPA and shall be applied consistently with respect to all Contributed Interests unless otherwise required by applicable law or agreed to by the partners.
(b) The aggregate built-in gain in the Contributed Interests as of the Closing Date is equal to the excess of the aggregate fair market value of the Contributed Interests over the aggregate adjusted tax basis of the Contributed Interests, as determined for purposes of Section 704(c) of the Code: $[●]. [Specify aggregate built-in gain: $[●].]
(c) For purposes of the Section 704(c) allocation, the fair market value of the Contributed Interests shall be as determined in accordance with the independent valuation report delivered by [Insert name of valuation firm] and as reflected on Schedule A, subject to any adjustments agreed upon by the partners and set forth in the LPA.
(d) The General Partner acknowledges that the Section 704(c) allocation method applies solely for U.S. federal income tax purposes and may result in allocations of taxable income, gain, loss, and deduction among the partners that differ from the economic allocations set forth in the LPA.
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, and advisors of the General Partner, the Existing Fund, and the Portfolio Companies who would reasonably be expected to have knowledge of the matters addressed herein. No representation or certification contained herein shall be deemed to be a guarantee or assurance that any particular tax treatment will be sustained upon examination by the Internal Revenue Service or any other taxing authority, or in any judicial or administrative proceeding.
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 and records of the Existing Fund and each Portfolio Company, and upon the factual representations and certifications made by the management of each Portfolio Company in connection with the QSBS diligence conducted in anticipation of the Closing. Copies of the tax counsel opinion letters and QSBS diligence questionnaires have been made available to the General Partner and are maintained in the files of the Partnership.
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 nothing herein should be construed as a guarantee or prediction of any particular tax outcome. Each recipient of this Certificate is advised to consult with its own legal and tax advisors regarding the matters addressed herein.
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 application of any state, local, or non-U.S. tax law to the transactions contemplated by the LPA, the Contribution Agreement, or this Certificate.
This Certificate does not address the tax treatment of any particular limited partner of the Partnership, the Existing Fund, or any blocker Entity. Each limited partner should consult with its own tax advisors regarding the U.S. federal, state, local, and non-U.S. tax consequences of its investment in the Partnership, including without limitation the availability of the QSBS exclusion under Section 1202 of the Code, which depends on such limited partner's individual facts and circumstances (including, without limitation, such limited partner's status as a natural person, estate, trust, partnership, or other entity, and the application of the per-issuer limitation under Section 1202(b) of the Code).
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 or certification has been asserted in writing prior to the expiration of such survival period. The survival provisions of this Section 6.5 are subject to, and shall not limit, any longer survival period applicable to any representation or warranty contained in the LPA or the Contribution Agreement.
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 by the members, managers, or board of directors of the General Partner pursuant to the General Partner's operating agreement or other governing documents) to execute and deliver this Certificate. The execution and delivery of this Certificate by the General Partner does not violate, conflict with, or constitute a default under any agreement, instrument, or obligation to which the General Partner is a party or by which it is bound.
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.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Closing Tax Certificate as of the date first written above.
[INSERT FULL LEGAL NAME OF GP ENTITY], a [Insert jurisdiction] limited liability company, as General Partner of [Insert Full Legal Name of Continuation Vehicle]
By: ________
Name: [●]
Title: [●]
By: ________
Name: [●]
Title: [●]
[Two authorized signatories of the General Partner should execute this Certificate. Confirm signatory authority under the GP's operating agreement.]
SCHEDULE A
Portfolio Company Interests Contributed
Schedule A to Closing Tax Certificate
The following table sets forth, for each Portfolio Company, the details of the equity interests contributed by the Existing Fund to the Partnership at the Closing, including the entity type, jurisdiction of organization, employer identification number, class and number of shares contributed, the Existing Fund's adjusted tax basis in such shares, the fair market value of such shares as of the Closing Date, the date of original acquisition, and the QSBS five-year holding period status.
[Complete all fields based on the Existing Fund's books and records and the independent valuation report delivered by [Insert name of valuation firm]. Aggregate built-in gain equals aggregate FMV minus aggregate adjusted tax basis.]
SCHEDULE B
Disclosed Distributions or Arrangements (Section 707 Disguised Sale)
Schedule B to Closing Tax Certificate
[List any distributions, allocations, or arrangements that may be relevant to the disguised sale analysis under Section 707(a)(2)(B) of the Code and Treasury Regulations Section 1.707-3, including but not limited to (i) any distribution of money or other property by the Partnership to the Existing Fund or any partner of the Existing Fund that is made within the two-year period described in Treasury Regulations Section 1.707-3(c), (ii) any guaranteed payment, preferred return, or other allocation that may be characterized as a transfer related to the contribution, and (iii) any other arrangement that could be treated as part of a disguised sale. If none, state "None."]
[●] / None
SCHEDULE C
QSBS Qualification Notes
Schedule C to Closing Tax Certificate
[For each Portfolio Company, provide any additional notes, qualifications, or diligence items relevant to the Section 1202 QSBS representations made in Article III, including (a) any aggregate gross asset threshold analysis where the $50 million limit was near the threshold at time of share issuance, (b) any active business requirement analysis under Section 1202(e) (including identification of any excluded activities under Section 1202(e)(3)), and (c) any pending holding period matters. If no additional notes, state "None."]
Portfolio Company 1: [Insert name] — [Insert notes or "No additional qualifications."]
Portfolio Company 2: [Insert name] — [Insert notes or "No additional qualifications."]
Portfolio Company 3: [Insert name] — [Insert notes or "No additional qualifications."]
END OF FORM OF CLOSING TAX CERTIFICATE
Portfolio Company | Jurisdiction | EIN | Shares Contributed | Adjusted Tax Basis
[Insert Name] | [Insert] | [●] | [●] shares of [●] | $[●]
[Insert Name] | [Insert] | [●] | [●] shares of [●] | $[●]
[Insert Name] | [Insert] | [●] | [●] shares of [●] | $[●]
Aggregate | $[●]
Portfolio Company | Date of Acquisition | Five-Year Holding Period Satisfied? | Expected Satisfaction Date (if not yet met)
[Insert Name] | [●] | [Yes/No] | [●]
[Insert Name] | [●] | [Yes/No] | [●]
[Insert Name] | [●] | [Yes/No] | [●]
No. | Portfolio Company (Full Legal Name) | Entity Type | Jurisdiction | EIN | Class of Shares | Number of Shares Contributed | Existing Fund's Adjusted Tax Basis | Fair Market Value as of [●] | Date of Original Acquisition | QSBS Five-Year Holding Period Status
1. | [Insert] | [Insert] | [Insert] | [●] | [Insert] | [●] | $[●] | $[●] | [●] | [Satisfied / Pending — expected [●]]
2. | [Insert] | [Insert] | [Insert] | [●] | [Insert] | [●] | $[●] | $[●] | [●] | [Satisfied / Pending — expected [●]]
3. | [Insert] | [Insert] | [Insert] | [●] | [Insert] | [●] | $[●] | $[●] | [●] | [Satisfied / Pending — expected [●]]
Totals | $[●] | $[●]

FORM OF CLOSING TAX CERTIFICATE

RECITALS

SCHEDULE A

SCHEDULE B

SCHEDULE C

END OF FORM OF CLOSING TAX CERTIFICATE

Record

Parties

Dates

Amounts