Based on attached excel financials complete the attached 1065 and answer the 3 questions at the end.

1065 Form Department of the Treasury Internal Revenue Service U.S. Return of Partnership Income For calendar year 2013, or tax year beginning a C Business code number , 20 2013 . Information about Form 1065 and its separate instructions is at www.irs.gov/form1065. A Principal business activity B Principal product or service OMB No. 1545-0099 , 2013, ending Type or Print Name of partnership D Employer identification number Number, street, and room or suite no. If a P.O. box, see the instructions. E Date business started City or town, state or province, country, and ZIP or foreign postal code F Total assets (see the instructions) $ G H I J Check applicable boxes: (1) Initial return (6) Technical termination - also check (1) or (2) (2) (3) Final return Name change (4) (5) Address change Amended return Other (specify) a Check accounting method: (1) Cash (2) Accrual (3) Number of Schedules K-1. Attach one for each person who was a partner at any time during the tax year a Check if Schedules C and M-3 are attached . . . . . . . . . . . . . . . . . . . . . . . . . . . . Caution. Include only trade or business income and expenses on lines 1a through 22 below. See the instructions for more information. Deductions (see the instructions for limitations) Income 1a b c 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16a b 17 18 19 20 21 22 16c 17 18 19 20 21 22 May the IRS discuss this return with the Signature of general partner or limited liability company member manager Print/Type preparer's name Preparer's signature Firm's name a Firm's address a For Paperwork Reduction Act Notice, see separate instructions. F Paid Preparer Use Only 1c 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than general partner or limited liability company member manager) is based on all information of which preparer has any knowledge. F Sign Here Gross receipts or sales . . . . . . . . . . . . . 1a Returns and allowances . . . . . . . . . . . . 1b Balance. Subtract line 1b from line 1a . . . . . . . . . . . . . . . . . . Cost of goods sold (attach Form 1125-A) . . . . . . . . . . . . . . . . Gross profit. Subtract line 2 from line 1c . . . . . . . . . . . . . . . . . Ordinary income (loss) from other partnerships, estates, and trusts (attach statement) . . Net farm profit (loss) (attach Schedule F (Form 1040)) . . . . . . . . . . . . Net gain (loss) from Form 4797, Part II, line 17 (attach Form 4797) . . . . . . . . Other income (loss) (attach statement) . . . . . . . . . . . . . . . . . Total income (loss). Combine lines 3 through 7 . . . . . . . . . . . . . . Salaries and wages (other than to partners) (less employment credits) . . . . . . . Guaranteed payments to partners . . . . . . . . . . . . . . . . . . . Repairs and maintenance . . . . . . . . . . . . . . . . . . . . . . Bad debts . . . . . . . . . . . . . . . . . . . . . . . . . . . Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taxes and licenses . . . . . . . . . . . . . . . . . . . . . . . . Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation (if required, attach Form 4562) . . . . . . 16a Less depreciation reported on Form 1125-A and elsewhere on return 16b Depletion (Do not deduct oil and gas depletion.) . . . . . . . . . . . . . Retirement plans, etc. . . . . . . . . . . . . . . . . . . . . . . . Employee benefit programs . . . . . . . . . . . . . . . . . . . . . Other deductions (attach statement) . . . . . . . . . . . . . . . . . . Total deductions. Add the amounts shown in the far right column for lines 9 through 20 . Ordinary business income (loss). Subtract line 21 from line 8 . . . . . . . . . preparer shown below (see instructions)? Yes No Date Date Check if self-employed PTIN Firm's EIN a Phone no. Cat. No. 11390Z Form 1065 (2013) Form 1065 (2013) Schedule B Page Yes 1 What type of entity is filing this return? Check the applicable box: a Domestic general partnership b Domestic limited partnership c Domestic limited liability company d Domestic limited liability partnership e Foreign partnership f Other a 2 At any time during the tax year, was any partner in the partnership a disregarded entity, a partnership (including an entity treated as a partnership), a trust, an S corporation, an estate (other than an estate of a deceased partner), or a nominee or similar person? . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 a b 2 Other Information No At the end of the tax year: Did any foreign or domestic corporation, partnership (including any entity treated as a partnership), trust, or taxexempt organization, or any foreign government own, directly or indirectly, an interest of 50% or more in the profit, loss, or capital of the partnership? For rules of constructive ownership, see instructions. If \"Yes,\" attach Schedule B-1, Information on Partners Owning 50% or More of the Partnership . . . . . . . . . . . . . . . Did any individual or estate own, directly or indirectly, an interest of 50% or more in the profit, loss, or capital of the partnership? For rules of constructive ownership, see instructions. If \"Yes,\" attach Schedule B-1, Information on Partners Owning 50% or More of the Partnership . . . . . . . . . . . . . . . . . . . . 4 At the end of the tax year, did the partnership: a Own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of stock entitled to vote of any foreign or domestic corporation? For rules of constructive ownership, see instructions. If \"Yes,\" complete (i) through (iv) below . . . . . . . . . . . . . . . . . . . . . (i) Name of Corporation b (ii) Employer Identification Number (if any) (iii) Country of Incorporation (iv) Percentage Owned in Voting Stock Own directly an interest of 20% or more, or own, directly or indirectly, an interest of 50% or more in the profit, loss, or capital in any foreign or domestic partnership (including an entity treated as a partnership) or in the beneficial interest of a trust? For rules of constructive ownership, see instructions. If \"Yes,\" complete (i) through (v) below . . (i) Name of Entity (ii) Employer Identification Number (if any) (iii) Type of Entity (iv) Country of Organization (v) Maximum Percentage Owned in Profit, Loss, or Capital Yes 5 Did the partnership file Form 8893, Election of Partnership Level Tax Treatment, or an election statement under section 6231(a)(1)(B)(ii) for partnership-level tax treatment, that is in effect for this tax year? See Form 8893 for more details . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 a b c Does the partnership satisfy all four of the following conditions? The partnership's total receipts for the tax year were less than $250,000. The partnership's total assets at the end of the tax year were less than $1 million. Schedules K-1 are filed with the return and furnished to the partners on or before the due date (including extensions) for the partnership return. No d The partnership is not filing and is not required to file Schedule M-3 . . . . . . . . . . . . . . . If \"Yes,\" the partnership is not required to complete Schedules L, M-1, and M-2; Item F on page 1 of Form 1065; or Item L on Schedule K-1. 7 Is this partnership a publicly traded partnership as defined in section 469(k)(2)? . . . . . . . . . . . . During the tax year, did the partnership have any debt that was cancelled, was forgiven, or had the terms 8 modified so as to reduce the principal amount of the debt? . . . . . . . . . . . . . . . . . . Has this partnership filed, or is it required to file, Form 8918, Material Advisor Disclosure Statement, to provide 9 information on any reportable transaction? . . . . . . . . . . . . . . . . . . . . . . . . 10 At any time during calendar year 2013, did the partnership have an interest in or a signature or other authority over a financial account in a foreign country (such as a bank account, securities account, or other financial account)? See the instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR) (formerly TD F 90-22.1). If \"Yes,\" enter the name of the foreign country. a Form 1065 (2013) Form 1065 (2013) Schedule B Page Other Information (continued) Yes 11 At any time during the tax year, did the partnership receive a distribution from, or was it the grantor of, or transferor to, a foreign trust? If \"Yes,\" the partnership may have to file Form 3520, Annual Return To Report Transactions With Foreign Trusts and Receipt of Certain Foreign Gifts. See instructions . . . . . . . . . 12a Is the partnership making, or had it previously made (and not revoked), a section 754 election? . . . . . . See instructions for details regarding a section 754 election. b Did the partnership make for this tax year an optional basis adjustment under section 743(b) or 734(b)? If \"Yes,\" attach a statement showing the computation and allocation of the basis adjustment. See instructions . . . . c 13 14 15 16 17 Is the partnership required to adjust the basis of partnership assets under section 743(b) or 734(b) because of a substantial built-in loss (as defined under section 743(d)) or substantial basis reduction (as defined under section 734(d))? If \"Yes,\" attach a statement showing the computation and allocation of the basis adjustment. See instructions Check this box if, during the current or prior tax year, the partnership distributed any property received in a like-kind exchange or contributed such property to another entity (other than disregarded entities whollyowned by the partnership throughout the tax year) . . . . . . . . . . . . . . . . . . . a At any time during the tax year, did the partnership distribute to any partner a tenancy-in-common or other undivided interest in partnership property? . . . . . . . . . . . . . . . . . . . . . . . . If the partnership is required to file Form 8858, Information Return of U.S. Persons With Respect To Foreign Disregarded Entities, enter the number of Forms 8858 attached. See instructions a Does the partnership have any foreign partners? If \"Yes,\" enter the number of Forms 8805, Foreign Partner's Information Statement of Section 1446 Withholding Tax, filed for this partnership. a Enter the number of Forms 8865, Return of U.S. Persons With Respect to Certain Foreign Partnerships, attached to this return. a 18a Did you make any payments in 2013 that would require you to file Form(s) 1099? See instructions . . . . . b If \"Yes,\" did you or will you file required Form(s) 1099? . . . . . . . . . . . . . . . . . . . . Enter the number of Form(s) 5471, Information Return of U.S. Persons With Respect To Certain Foreign 19 Corporations, attached to this return. a 20 Enter the number of partners that are foreign governments under section 892. a Designation of Tax Matters Partner (see instructions) Enter below the general partner or member-manager designated as the tax matters partner (TMP) for the tax year of this return: No 3 F Form 1065 Page F N (2013) a I fo f F F F A d F o 4 Form 1065 (2013) Page Schedule K (AMT) Items Minimum Alternative Tax Other Information Foreign Transactions Credits SelfDeductions Employment Income (Loss) 1 2 3a b c 4 5 6 7 8 9a b c 10 11 12 13a b c d 14a b c 15a b c d e f 16a b c d g i l m n 17a b c d e f 18a b c 19a b 20a b c Partners' Distributive Share Items Ordinary business income (loss) (page 1, line 22) . . . . . . . . . . . . . Net rental real estate income (loss) (attach Form 8825) . . . . . . . . . . . 3a Other gross rental income (loss) . . . . . . . . 3b Expenses from other rental activities (attach statement) Other net rental income (loss). Subtract line 3b from line 3a . . . . . . . . . Guaranteed payments . . . . . . . . . . . . . . . . . . . . . Interest income . . . . . . . . . . . . . . . . . . . . . . . . Dividends: a Ordinary dividends . . . . . . . . . . . . . . . . . 6b b Qualified dividends . . . . . . Royalties . . . . . . . . . . . . . . . . . . . . . . . . . . Net short-term capital gain (loss) (attach Schedule D (Form 1065)) . . . . . . . Net long-term capital gain (loss) (attach Schedule D (Form 1065)) . . . . . . . Collectibles (28%) gain (loss) . . . . . . . . . 9b 9c Unrecaptured section 1250 gain (attach statement) . . Net section 1231 gain (loss) (attach Form 4797) . . . . . . . . . . . . . Other income (loss) (see instructions) Type a Section 179 deduction (attach Form 4562) . . . . . . . . . . . . . . . Contributions . . . . . . . . . . . . . . . . . . . . . . . . Investment interest expense . . . . . . . . . . . . . . . . . . . (1) Type a Section 59(e)(2) expenditures: (2) Amount a a Other deductions (see instructions) Type Net earnings (loss) from self-employment . . . . . . . . . . . . . . . Gross farming or fishing income . . . . . . . . . . . . . . . . . . Gross nonfarm income . . . . . . . . . . . . . . . . . . . . . Low-income housing credit (section 42(j)(5)) . . . . . . . . . . . . . . Low-income housing credit (other) . . . . . . . . . . . . . . . . . Qualified rehabilitation expenditures (rental real estate) (attach Form 3468) . . . . Type a Other rental real estate credits (see instructions) a Type Other rental credits (see instructions) Other credits (see instructions) Type a a Name of country or U.S. possession Gross income from all sources . . . . . . . . . . . . . . . . . . . Gross income sourced at partner level . . . . . . . . . . . . . . . . Foreign gross income sourced at partnership level Passive category a e General category a f Other a Deductions allocated and apportioned at partner level Interest expense a h Other . . . . . . . . . . a Deductions allocated and apportioned at partnership level to foreign source income Passive category a j General category a k Other a a Total foreign taxes (check one): Paid Accrued . . . . . . . . Reduction in taxes available for credit (attach statement) . . . . . . . . . . Other foreign tax information (attach statement) . . . . . . . . . . . . . Post-1986 depreciation adjustment . . . . . . . . . . . . . . . . . Adjusted gain or loss . . . . . . . . . . . . . . . . . . . . . . Depletion (other than oil and gas) . . . . . . . . . . . . . . . . . . Oil, gas, and geothermal propertiesgross income . . . . . . . . . . . . Oil, gas, and geothermal propertiesdeductions . . . . . . . . . . . . . Other AMT items (attach statement) . . . . . . . . . . . . . . . . . Tax-exempt interest income . . . . . . . . . . . . . . . . . . . . Other tax-exempt income . . . . . . . . . . . . . . . . . . . . Nondeductible expenses . . . . . . . . . . . . . . . . . . . . . Distributions of cash and marketable securities . . . . . . . . . . . . . Distributions of other property . . . . . . . . . . . . . . . . . . . Investment income . . . . . . . . . . . . . . . . . . . . . . . Investment expenses . . . . . . . . . . . . . . . . . . . . . . Other items and amounts (attach statement) . . . . . . . . . . . . . . 5 Total amount 1 2 3c 4 5 6a 7 8 9a 10 11 12 13a 13b 13c(2) 13d 14a 14b 14c 15a 15b 15c 15d 15e 15f 16b 16c 16f 16h 16k 16l 16m 17a 17b 17c 17d 17e 17f 18a 18b 18c 19a 19b 20a 20b Form 1065 (2013) Form 1065 (2013) Page 6 Analysis of Net Income (Loss) 1 2 Net income (loss). Combine Schedule K, lines 1 through 11. From the result, subtract the sum of Schedule K, lines 12 through 13d, and 16l . . . . . . . . . . . . . . . . . . 1 Analysis by (ii) Individual (iii) Individual (v) Exempt (i) Corporate (iv) Partnership (active) (passive) Organization partner type: (vi) Nominee/Other a General partners b Limited partners Schedule L 1 2a b 3 4 5 6 7a b 8 9a b 10a b 11 12a b 13 14 15 16 17 18 19a b 20 21 22 Assets Cash . . . . . . . . . . . . . Trade notes and accounts receivable . . . Less allowance for bad debts . . . . . Inventories . . . . . . . . . . . U.S. government obligations . . . . . Tax-exempt securities . . . . . . . Other current assets (attach statement) . . Loans to partners (or persons related to partners) Mortgage and real estate loans . . . . Other investments (attach statement) . . . Buildings and other depreciable assets . . Less accumulated depreciation . . . . Depletable assets . . . . . . . . . Less accumulated depletion . . . . . Land (net of any amortization) . . . . . Intangible assets (amortizable only) . . . Less accumulated amortization . . . . Other assets (attach statement) . . . . Total assets . . . . . . . . . . . Liabilities and Capital Accounts payable . . . . . . . . . . . Reconciliation of Income (Loss) per Books With Income (Loss) per Return Note. Schedule M-3 may be required instead of Schedule M-1 (see instructions). Net income (loss) per books . . . . Income recorded on books this year not included 6 3 Guaranteed payments (other than health insurance) . . . . . . . Expenses recorded on books this year not included on Schedule K, lines 1 through 13d, and 16l (itemize): a Depreciation $ b Travel and entertainment $ 5 Add lines 1 through 4 . . . Schedule M-2 3 4 5 (d) Other liabilities (attach statement) . . . . Partners' capital accounts . . . . . . Total liabilities and capital . . . . . . Income included on Schedule K, lines 1, 2, 3c, 5, 6a, 7, 8, 9a, 10, and 11, not recorded on books this year (itemize): 1 2 End of tax year (c) Loans from partners (or persons related to partners) Mortgages, notes, bonds payable in 1 year or more 2 4 Beginning of tax year (b) (a) Mortgages, notes, bonds payable in less than 1 year Other current liabilities (attach statement) All nonrecourse loans . . . . . . . Schedule M-1 1 Balance Sheets per Books . . on Schedule K, lines 1 through 11 (itemize): a Tax-exempt interest $ 7 Deductions included on Schedule K, lines 1 through 13d, and 16l, not charged against book income this year (itemize): a Depreciation $ 8 9 Add lines 6 and 7 . . . . . . . . Income (loss) (Analysis of Net Income (Loss), line 1). Subtract line 8 from line 5 . 6 Distributions: a Cash . . b Property . Other decreases (itemize): . . . . . . . . Add lines 6 and 7 . . . . . . Analysis of Partners' Capital Accounts Balance at beginning of year . . . Capital contributed: a Cash . . . b Property . . Net income (loss) per books . . . . Other increases (itemize): Add lines 1 through 4 . . . . . . 7 8 9 . . . Balance at end of year. Subtract line 8 from line 5 Form 1065 (2013) Complete the previous template that has the respective tax forms and schedules required to complete the return. Complete all of the parts of your respective business tax return for which there is information. 1. 2. 3. Show your income tax calculations and prepare a write-up on some questions contained within the tax return. Look at the information on Form 1065 Schedule B. With the exception of line 1, discuss the purpose of these questions. Ware some challenges (identify three to five), both anticipated and unexpected, when completing the partnership tax return? What solutions can you provide to those challenges? In the space that follows, show corporate income tax calculations and provide the written requirements of the assignment. Entity Type: Sub-Entity Type: Entity Name: State of Formation Entity Start Date Partnership General BADEC Georgia 4/2/2013 Tax Year Start Date: Tax Year End Date: 4/2/2013 12/31/2013 Book Maintained By: Address: Andrew Anderson 10 Sysco Way Atlanta, GA 30039 Purpose of Entity Acquire, rehabilitate and resale residential real property. Allocation of Separately Stated Items (per Partnership Agreement) Item Investor Interest Income Bill Bacon Contributions Cathy Cox Contributions Cathy Cox Net Long-term Capital Gains (Losses) Doris Day Net Short-term Capital Gains (Losses) Elroy Elders Interest Income Farah Fawcett Qualified Dividends Gomez Gonzalez Unqualified Dividends Andrew Anderson Real Estate/Housing Credits Bill Bacon Tax Exempt Interest Income Items Cathy Cox Tax Exempt Interest Income Items Doris Day property. ment) Percentage 100% 20% 80% 100% 100% 100% 100% 100% 100% 25% 75% Partnership Agreement of BADEC Partnershi THIS AGREEMENT OF PARTNERSHIP, effective as of 04/02/2014 by and between the undersigned, to wit: NOW, THEREFORE, IT IS AGREED: 1 Formation 2 Name 3 Term 4 Purpose 5 Meetings 6 Capital Contributions 7 Value of the Partnership. 8 Capital Accounts 9 Management 10 Schedule of Sharing of Profits, Losses and Seprately Stated Items. Ordinary Business Income is allocated acc Separately stated items are allocated as follows: 11 Books of Accounts 12 Annual Accounting 13 Bank Account 14 Broker Account 15 No Compensation 16 Additional Partners 16a Transfers to a Trust 16b Removal of a Partner 17 Termination of Partnership 18 Voluntary Withdrawal 19 Death or Incapacity of a Partner 20 Terms of Payment 21 21a 21b 21c 21d 21e Forbidden Acts Partnership Agreement of BADEC Partnership MENT OF PARTNERSHIP, effective as of 04/02/2014 by and between the undersigned, to wit: EFORE, IT IS AGREED: The undersigned hereby form a General Partnership in accordance with and subject to the laws of the State of Georgia. The name of the partnership shall be BADEC. The partnership shall begin on 04/02/2014 and shall continue until December 31, 2014 of the same year and thereafter from earlier terminated as hereinafter provided. Acquire, rehabilitate and resale residential real property. Periodic meetings shall be held as determined by the partnership. The partners may make capital contributions to the partnership on the date of each periodic meeting in such amounts as th The current value of the assets of the partnership less the current value of the liabilities of the partnership (hereinafter refer partnership) shall be determined as of the time of securities market close on the last Friday of each month. A capital account shall be maintained in the name of each partner. Any increase or decrease in the value of the partnership shall be credited or debited, respectively, to each partner's capital account in proportion to the sum of all partner capital acc Any other method of valuating each partner's capital account may be substituted for this method, provided the substituted m exactly the same valuation as previously provided herein. Each partners capital contribution to, or capital withdrawal from, be credited, or debited, respectively, to that partner's capital account. Each partner shall participate in the management and conduct of the affairs of the partnership in proportion to the value of h Except as otherwise determined, all decisions shall be made by the partners whose capital accounts total a majority of the accounts of all the partners. le of Sharing of Profits, Losses and Seprately Stated Items. Ordinary Business Income is allocated according to individual par ely stated items are allocated as follows: Interest Income are allocated 100% to Investor Contributions are allocated 20% to Bill Bacon Contributions are allocated 80% to Cathy Cox Net Long-term Capital Gains (Losses) are allocated 100% to Doris Day Net Short-term Capital Gains (Losses) are allocated 100% to Elroy Elders Interest Income are allocated 100% to Farah Fawcett Qualified Dividends are allocated 100% to Gomez Gonzalez Unqualified Dividends are allocated 100% to Andrew Anderson Real Estate/Housing Credits are allocated 100% to Bill Bacon Tax Exempt Interest Income Items are allocated 25% to Cathy Cox Tax Exempt Interest Income Items are allocated 75% to Doris Day All separateely stated items that are not addressed in this section of the agreement are allocated according to indiv interests Books of account of the transactions of the partnership shall be kept and at all times be available and open to inspection an partner. Books will be kept on the accrual accounting method on a calendar year basis. Partner Andrew Anderson will main books and serve as addressee of partnership matters. Each calendar year, a full and complete account of the condition of the partnership shall be made to the partners. The partnership may select a bank for the purpose of opening a bank account. Funds in the bank account shall be withdraw by any partner designated by the partnership. None of the partners of this partnership shall be a broker. However, the partnership may select a broker and enter into such broker as required for the purchase or sale of securities. Securities owned by the partnership shall be held in the partnersh another name shall be designated by the partnership. Any corporation or transfer agent called upon to transfer any securitie of the partnership shall be entitled to rely on instructions or assignments signed by any partner without inquiry as to the auth signing such instructions or assignments, or as to the validity of any transfer to or from the name of the partnership. At the securities, the corporation or transfer agent is entitled to assume (1) that the partnership is still in existence, and (2) that this force and effect and has not been amended unless the corporation or transfer agent has received written notice to the contr No partner shall be compensated for services rendered to the partnership, except reimbursement for expenses. Additional partners may be admitted at any time, upon the unanimous consent of all the partners, so long as the number of exceed twenty-five (25). A partner may, after giving written notice to the other partners, transfer his/her interest in the partnership to a revocable livin is the grantor and sole trustee. Any partner may be removed by agreement of the partners whose capital accounts total a majority of the value of all partne Written notice of a meeting where removal of a partner is to be considered shall include a specific reference to this matter. become effective upon payment of the value of the removed partner's capital account, which shall be in accordance with the withdrawal of a partner noted in paragraphs 18 and 20. The vote action shall be treated as receipt of request for withdrawa The partnership may be terminated by agreement of the partners whose capital accounts total a majority in value of the cap partners. Written notice of the meeting where termination of the partnership is to be considered shall include a specific refe The partnership shall terminate upon a majority vote of all partner's capital accounts. Written notice of the decision to termi shall be given to all the partners. Payment shall than be made of all the liabilities of the partnership and a final distribution o assets either in cash or in kind, shall promptly be made to the partners or their personal representatives in proportion to eac account. Any partner may withdraw a part or all of the value of his/her capital account in the partnership and the partnership shall con entity. The partner withdrawing a portion or all of the value of his/her capital account shall give notice of such intention in wr Partner. Written notice shall be deemed to be received as of the first meeting of the partnership at which it is presented. If received between meetings it will be treated as received at the first following meeting. In making payment, the value of the forth in the valuation statement prepared for the first meeting following the meeting at which written notice is received from a partial or full withdrawal, will be used to determine the value of the partner's capital account. The partnership shall pay the withdrawing a portion or all of the value of his/her capital account in the partnership in accordance with paragraph 20 of this In the event of the death or incapacity of a partner (or the death or incapacity of the grantor and sole trustee of a revocable trust is a partner pursuant to Paragraph 16A hereof), receipt of notice of such an event shall be treated as notice of full with In the case of a partial withdrawal, payment may be made in cash or securities of the partnership or a mix of each at the op making the partial withdrawal. In the case of a full withdrawal, payment may be made in cash or securities or a mix of each remaining partners. In either case, where securities are to be distributed, the remaining partners select the securities. Whe No partner shall: the partnership shall transfer to the partner (or other appropriate entity) withdrawing a portion or all of his/her interest in the amount equal to the lesser of (i) ninety-seven percent (97%) of the value of the capital account in the partnership being with of the the capital beingtowithdrawn, less the cost totothe partnership of sellingwith securities cash to meet the Have rightaccount or authority bind or obligate theactual partnership any extent whatsoever regardtotoobtain any matter outside amount being withdrawn shall be paid within 10 days after the valuation date used in determining the withdrawal amount. If partnership purpose. a portion or all of the value of his/her capital account in the partnership desires an immediate payment in cash, the partners Except as provided in paragraph 16A,(80%) without consent of all the otheraccount partners, assign, pledge, mor convenience may pay eighty percent of the the unanimous estimated value of his/her capital and settle transfer, the balance in accor of his/her interest in the partnership to any other partner or other person whomsoever, or enter into any agreement as the re valuation and payment procedures set forth in paragraphs 18 and 20. When securities are transferred, the partnership sha person or persons not a partner shall become interested withof him incapital the partnership. transfer equal to the value of the capital account or a portion the account being withdrawn (i.e. without a reduction Purchase an investment for the partnership where less than the full purchase price is paid for same. commissions). Securities shall be transferred as of the date of the clubs valuation statement prepared to determine the val capital account in the partnership. The Clubs broker shall be advised that ownership of the securities has been transferred Use the partnership name, or property for other than partnership purposes. the valuation date used for credit the withdrawal. Do any act detrimental to the interests of the partnership or which would make it impossible to carry on the purpose of the p Agreement of Partnership shall be binding upon the respective heirs, executors, trustees, administrators and personal repre partners. The partners have caused the Agreement of Partnership to be executed on the dates indicated below, effective as above. Investor Information First Name Andrew Bill Cathy Doris Elroy Farah Gomez Last Name Anderson Bacon Cox Day Elders Fawcett Gonzalez SSN 756-12-1111 756-12-2222 756-12-3333 756-12-4444 756-12-5555 756-12-6666 756-12-7777 Address 10 Sysco Way 20 Sysco Way 30 Sysco Way 40 Sysco Way 50 Sysco Way 60 Sysco Way 70 Sysco Way City Atlanta Atlanta Atlanta Atlanta Atlanta Atlanta Atlanta State GA GA GA GA GA GA GA Zip 30039 30039 30039 30039 30039 30039 30039 Partner Information General General General General General General General Investor Information . First Name Andrew Bill Cathy Doris Elroy Farah Gomez Investor Last Name Anderson Bacon Cox Day Elders Fawcett Gonzalez SSN 756-12-1111 756-12-2222 756-12-3333 756-12-4444 756-12-5555 756-12-6666 756-12-7777 Contribution Date 4/2/2013 4/2/2013 4/2/2013 4/2/2013 4/2/2013 4/2/2013 4/2/2013 Contribution 1 Contribution 2 Item Value Item Cash $50,000 Cash $150,000 Cash $100,000 Cash $50,000 Cash $40,000 Cash $30,000 Land Cash $10,000 Computer Contribution 2 Value Contribution 3 Item Value $50,000 $7,000 Furniture $3,000 Contribution 4 Item Value Net Contributions $50,000 $150,000 $100,000 $50,000 $40,000 $80,000 $20,000 Partnership Interest 15% 26% 20% 10% 8% 16% 4% 100% BADEC Balance Sheet 1/2/2008 BADEC Partnership 4/2/2013 Assets Cash Computer Furniture Land Total Assets Liabilities $ $ $ $ $ 430,000 7,000 3,000 50,000 490,000 $ $ $ $ $ $ $ $ 50,000 150,000 100,000 50,000 40,000 80,000 20,000 490,000 Equity Capital-Anderson Capital-Bacon Capital-Cox Capital-Day Capital-Elders Capital-Fawcett Capital-Gonzalez Total Liabilities plus Equity BADEC Income Statement 1/1/2008-12/31/2008 BADEC Partnership Gross Income 04/02/2013 - 12/31/2013 Repair Revenue Interest Income Dividends (Qualified) Net Short-term Capital Gain Total Income from all sources $100,000 $600 $2,000 $5,000 $107,600 Expenses Guaranteed payments Renovation Expense Rent Depreciaton expense Licenses Travel Expenses Supplies Expenses Net Long-term Capital Loss Charitable Contributions Total Expenses $10,000 $5,500 $1,500 $2,066 $500 $800 $700 $10,000 $5,000 $36,066 Net Income $71,534 Partners withdrawal- Elders Partners withdrawal- Fawcett Partners withdrawal- Gonzalez $5,000 $6,000 $7,000 BADEC Balance Sheet 1/2/2008 BADEC Partnership 12/31/2013 Assets Cash Computer AccDep-Computer Furniture AccDep-Furniture Land Total Assets Liabilities $ $ $ $ $ $ $ 485,600 7,000 (1,745) 3,000 (321) 50,000 543,534 $ $ $ $ $ $ $ $ 57,299 171,898 114,599 57,299 40,840 85,679 15,920 543,534 Equity Capital-Anderson Capital-Bacon Capital-Cox Capital-Day Capital-Elders Capital-Fawcett Capital-Gonzalez Total Liabilities plus Equity