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At the Supreme Court of the State ofNew York, held in_aIlltfor the ~nty ofNew York, on the_~_· yof_ e.-" 2011

PRESENT:

HON. M G Justice. JLTON A. TINGLIN -.---.-.---.-.. ~ ....-":------_..-.-.--.-..-.-----.......--....---·--·-x In the Matter of the Application of

Jumo International, Inc., for an ORDER

For Approval for Leave to Sell SUQstantially All Assets ofType B Corporation Pursuant to / Section 511 of the Not-far-Profit Corporation Law Index No. / Ii~D'f 1/ -.....----------------.----.-.-----.-------------------.------x

/

Upon reading and filing the Petition of Jumo International, Inc., for an Order granting leave to·

sell substantially all of the assets of the Petitioner pursuant to §511 of the Not-for-Profit

Corporation Law, with the exhibits annexed, verified the 30th day of November, 2011, and it

appearing that the Attorney General of the State ofNew York (the HAttomey General") has no

objection to approval ofsaid saJe~ it is hereby,

ORDERED that the Petitioner, Jumo International, Inc., be and it hereby is authorized to 'sell to

GOOD Worldwide, LLC, substantiaJJy all of its ass~ts as described in the Petition berein, to wit:

(a) a I-year exclusive license to use the Corpor~tion's trademarks, copyrights, and brand likeness

and the goodwill of the business associated therewith; (b) a minimum of 10 registered users

communications; (c) a secure API endpoint for the retrie~al of. the Jumo profile and social graph

information based on an email address; and (d) facilitation ofPurchaser·s recruitment of Seller

employees, for the sum of approximately Sixty Two Thousand Two Hund~ed Twenty One

($62,221) DolJars, and it is further f \.L E 0 DEC 3U7.0"

l'< CLER~S OFFiCE ~ ~E"W ,<oRK . r..

Supreme Court Rt::cords Online Library. page 1 of 2

---II?--------------------------~._-

. .,...

ORDERED, that the aforesaid sum of Sixty Two Thousand Two Huridred Twenty One ($62,221)

Dollars received as consideration for the sale authorized hereby be used and disposed of as

follows: to continue a portion of Petitioner's operations during a winding down period of six to

nine months, and it is further

ORDERED, that the Petitioner shall serve a copy of the signed order on the Attorney General,

and shall provide written notice to the Attorney General that the transaction has been completed,

or if it has been abandoned or if it is stiJI pending 90 days after court approval.

ENTER:

Justice of the Supreme Court of the State of New York County ofNew York

THE ATiO::;. ;::Y GE.NEw.L HERElW APPEARS HEREIN. HAS NO OBJECTION TO THE GRANTlNG OF

JUDICIAL p,PPROVAL HEREON, ACKNOWLEDGES RECEIPT OF STATUTORY NOTICE, AND DEMANDS

SERVICE or: ALL PAPERS SUBMITTED HEREIN INCLUDING ALL ORDER, JU[)GMENlS AND

ENOORSEMENTS OF THE COURT. SAID NO OBJEC11ON IS CONDITIONED ON SUBMISSION OF THE MAnER

TO&COURT WITHIN so DAYS HEREAFTER. ~~.;0-- Il.-f)-If

ASS TANT ATT0r:J:: GENERAL DATE

7f01.L4 ~t' ((~k

Supreme Court Records Online Library - page 2 of 2

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK

-------------------------------------------------------------- x In the Matter of the Application of

Jurno International, Inc.

For Approval for Leave to Sell Substantially All VERIFIED PETITION Assets of Type B Corporation Pursuant to Section 511 of the Not-for- Profit Corporation Law Index No. ----­

-------------------------------------------------------------- x

TO: THE SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK:

Petitioner, Jurno International, Inc., by its attorney, respectfully alleges:

1. The petitioner, Jurno International, Inc., is a not-for-profit corporation duly organized and existing under the Not-for-Profit Corporation Law of the State of New York (the "Corporation"). A copy of the Corporation's Certificate of Incorporation is attached hereto as Exhibit A and a copy of the Corporation's By-Laws are attached hereto as Exhibit B. The Corporation's principal office is located at 113 Spring Street, 3rd Floor, New York, New York 10012.

2. The names of the directors of the Corporation and their places of residence are:

Christopher Hughes Christopher Bishko 113 Spring Street, 3rd FI 1991 Broadway (Suite 200) New York, NY 10012 Redwood City, CA 94063

Joel Cutler Will Reynolds 20 University Road, Ste 450 215 Rutledge Road Cambridge, MA 02138 Belmont, MA 02478

Michael Slaby Susan McCue 55 E. Erie St. #4801 117 N Peyton Street Chicago, IL 6061 1 Alexandria VA 22314

James Pallotta 50 Rowes Wharf, 6th Floor Boston, MA 02110

3. The names of the principal officers of the Corporation and their places of residence are:

Christopher Hughes, President 113 Spring Street, 3rd Fl New York, NY 10012

Joel Cutler, Secretary 20 University Road, Ste 450 Cambridge, MA 02138

Michael Slaby, Treasurer 55 E. Erie St. #4801 Chicago, IL 60611

4. The activities of the Corporation are as follows: to build an online platform to connect individuals and non-profit organizations, said corporation being a Type B corporation.

5. The Corporation proposes to sell to GOOD Worldwide, LLC, a Delaware limited liability company ("GOOD"), the following assets:

(a) a I-year exclusive license to use the Corporation's trademarks, copyrights, and brand likeness and the goodwill of the business associated therewith;

(b) a minimum of 10 registered users communications;

(c) a secure API endpoint for the retrieval of the Jumo profile and social graph information based on an email address (personal information to be transferred only if the user opts in to the transfer pursuant to the process described in paragraphs 11 and 12 below); and

(d) facilitation of Purchaser's recruitment of Seller employees.

The Corporation's domain, email list and two patents (both of which have been filed but will be allowed to lapse) are not part of the assets being sold. A copy of the Asset Purchase Agreement entered into as of August 16, 2011, by and between the Corporation and GOOD is attached hereto as Exhibit C.

6. The fair value of the aforesaid assets is approximately $62,221. A copy of the Fair Market Value Analysis letter for the Assets prepared by Morrison, Brown, Argiz & Farra, LLC, is attached hereto as Exhibit D.

7. The debts and liabilities of the Corporation are set forth on Exhibit E attached hereto. A copy of the Corporation's 2010 Form 990 is attached hereto as Exhibit F.

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8. As stated on Exhibit E, the Corporation is in the process of returning unused grant funds to the following five foundations in accordance with the terms of written grant agreements between the Corporation and each of the foundations: The Ford Foundation, the John S. and James L. Knight Foundation, Omidyar Network Fund, Inc., The Pershing Square Foundation and The Rockefeller Foundation. The total amount of funds that will be returned is approximately $488,944. The Corporation is working with the foundations to return the funds prior to dissolution.

9. The consideration to be received by the Corporation for the sale of the aforesaid assets to GOOD is the sum of up to $62,221, subject to the terms of the Escrow Agreement and as described in more detail in the Asset Purchase Agreement, said sum of money to be used to continue a portion of the Corporation's operations during a winding down period of six to nine months. At this time, the Corporation is unable to estimate the costs it will incur during this period.

10. The dissolution of the Corporation is contemplated after the sale of the assets as aforesaid.

11. The Corporation will communicate to its registered users regarding the recruitment of the Corporation users to GOOD using a third-party email provider to send up to ten emails on behalf of GOOD. The Corporation will pay all distribution costs associated with email communications. GOOD will not have access to the Corporation's email list. The email message will contain an option to click through a link to go to GOOD and to opt in to the transfer of personal information to GOOD and otherwise open an account and maintain a profile with GOOD. The landing page will contain a pop-up explaining that approval via a second link will allow GOOD to populate a new account for the user. The landing page will be developed by GOOD in compliance with the Corporation's privacy policy. The landing page will disclose in a clear and conspicuous manner the personal information that will be transferred, as listed in paragraph 12 below.

12. In order to comply with the Corporation's privacy policy and to protect the privacy of the Corporation's registered users, the following will apply with respect to any information transferred by the Corporation to GOOD:

(a) The data transferred by the Corporation to GOOD may include any of the following information about a registered user of the Corporation:

(i) Name;

(ii) Email address;

(iii) Gender;

(iv) Year of birth;

(v) City or other location;

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(vi) A short biography previously provided by the user;

(vii) Issues of interest (e.g., maternal health, homelessness, etc.);

(viii) Organizations of interest (e.g., charity: water, Red Cross, etc.); and

(ix) Links to social networks (Facebook, Twitter, Flickr, YouTube, personal blogs, etc.) where previously provided by the user.

(b) The information transferred by the Corporation to GOOD will not include a user's address, credit card information or social security number.

(c) Where applicable, the data transferred will include users' Facebook and Twitter user identifications but no other authentication data.

(d) Neither the Corporation nor GOOD will use Facebook Connect in relation to the transfer.

(e) No clickstream data will be transferred.

(f) The Corporation's registered users will be notified by email that once their account information is transferred they will be members of GOOD and subject to GOOD's privacy policy, and the email will contain a link to the policy.

13. No personal information will be transferred to GOOD unless the user opts the transfer pursuant to the process described in paragraphs 11 and 12 above.

14. The sale of assets is an arms length transaction, the consideration and the terms of the sale of the assets of the Corporation are fair and reasonable to the Corporation, and the purposes of the Corporation to provide an online platform to connect individuals and not-for-profit organizations will be enhanced thereby, as GOOD will provide reach, audience and content that the Corporation would not be able to develop on its own in a short period of time.

15. The proposed sale has been authorized by a vote of the Board of Directors of the Corporation, in accordance with law, by unanimous written consent dated August 15, 2011. a copy of which is attached hereto as Exhibit G.

WHEREFORE, the Corporation respectfully prays for an order granting leave to

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sell substantially all its assets as set forth herein and for such other and further relief as

Z;;;/~ Breck N. Hancock, Esq. Attorney for Petitioner Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018-1405 Tel.: 212-813-8939 Fax.: 212-355-3333

5

Verification

STATE OF NEW YORK ) :ss:

COUNTY OF NEW YORK )

I am the President of Jumo International, Inc., the corporation named in the above Petition and make this verification at the direction of its Board of Directors. I have read the foregoing Petition and know the contents thereof to be true of my own knowledge, except as to the matters therein stated to be alleged on information and belief and as to those matters I believ them to be true.

DlANNE M. BROWN NOTARV PUBLIC, STATE OF NEW VORK

N'~ QUAlIFIED IN NEW YORKCOL REG, 1I019R&17~ wi

MY COMM. EXP'A!8~i) ore me on this :lO. day of I}eccn~er, 2011

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EXHIBIT A TO VERIFIED PETITION

CERTIFICATE OF INCORPORATION

• • • •

••••••••••••

,

STATE OF NEW YORK

DEPARTMENT OF STATE

I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.

I '. f··"........ WITNESS "my hand and official seal of •• , 1l NE';'M'"

()~ ~..' the Department of State, at the City of••••~~ .r~'" Albany~ on January 26, 2010. .'£"" ;pe• ~ ~.

: ~f' •

:* .: e •••• ~ ~tq: .~ ~.

• ~.f'6 "'"" •'. ~ ~"'-.' Daniel E. Shapiro " •• ~A-= ~ c; .'•••; ~J1"BNT O~ ••' First Deputy Secretary of State

Rev. 05/09

Jumo International, Inc. EIN: 27-1746715

ft07 . .'

CERmCA1E OF INCORPORATION OF

JUMO INTERNATIONAL, INC. UNDER SECTION 402 OF THE

NOf-FOR-PROHl'CORPORATION LAW '

The undersigned, a natural person of th" age of eighteen (18) or over, desiring' to form B corporation pursuant to the provisions of the Not~for-Profit Corporation Law, docs hereby certity: ,

(I) The name ofthe corporation is Jumo I,ntemational, Inc. (the "Corporation".

(2) The Corporation is a corporation as defined in subparagraph (a)(5) ofSection J02 of the New York Notwfor-Profit Corporation Law (the "NPCL") and shaH be a Type B corporation under Section 201 of the NPGL. '

(3) The Corporadon is fonned and shall at all times be operated exclusively for charitable, religious, educational or scientific· purposes within tho ~eaning of Section 50 I(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code''). Thc purpose of the COtporation Is to usc online networking technology to help people discover and support organizations ,and. other individuals engaged in the fight against global poverty and econb'mic injustice to enable them to share, connect, and Ultimately take acti~n on,lt broad. me~ingful scale.

(4) In furtherance of the foregoing purposes, the Corporation shaU have all tho general powers enumerated in Seedon 202 of the NPCL and such other powers ~s are noy.- or hereafter permit:ted by law for,a corporation 'organized for the foregoing purposes, including, wi~ou,t lim.it~tit?n, the power to'~oUcit grants and contrlb.utions for any corporate p'urposl,and the power to maintain a fund or funds or real andlor personal property,in furtherance ofsuch purposes; provided, however, that no such power shall be exercised in a manner inconsistCnt with Section 201-205 of the NPCL or any other provision of the NPCL or the New York Business Corporation Law or in a manner which would likely adversely afTeeUhe Corporation's exemption from taxation under the' Code. ' ,

(.5) Notwithstanding any other provision ofthi. €ertificatc: of Incorporation, the 'CorPoration is organized, and shall at all timos be operated, exolusively for charitab~e ana educational purposes, and intendllt all timos to qualifY and remain qualified as exempt from'fedenl in~omc tax under Scction SOJ (0)(3) of the Code and, in connection' thereWith:' .,'

" , .' .••• • ..I : ~, ': ....

(a) the Corporation shallno~ direct'IY',o1"indiroctly, ongage i,n or include among its purposes any of tho 'activities- tiieiitltmed.in subparagraphs (II)- (u) ofSection 404 ofthe NPCLj .

LlSCJ)7'.109.3

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Jumo International, Inc. EIN: 27~1746715

100125000774

(b) the Corporation is not fomie<! 'for~ruld shall not be conducted nor pperated fO,r pecuniary profit or, financial,gain, and no part of its auets, Income or profit shaH be distributc(ft(y or inure to the benefit of any private,individual or individUals, provided that nothing herein shall prevent the Corporation from payiJig reas'ooable compensation to any person for services rendered to ·,or fOf th~ Corp~ration in furtherance ofone or more ofits pwposcs,; . .. ,': .; :'. ,

(c) no substantial part of the activities of the Corporation.shall be devoted to the carrying on of propaganda or otherwise attempting to influence legislation, except to the extent permitted by the Code whether pursuant to an election under Section 50 I(h) or, otherwise, and no part 0f tho activities ofthc Corporation shall be devoted to participating or intervening in (including the publication or distribution of statements) any political campaign on behalfofor in opposition to any candidate for public office; and

(d) the Corporation shall not engage in or include among its purposes any activities not pennittcd to be carried on by a corporation exempt fiom' federal income taxation under Section 501 (c)(3) of the Code or c,orresponding provisions ofsubs~ent ~ax laws.

(6) The office of the Corporation shaH be ·Iocated in New York County, State of New York. " '

(7) The names and addresses :ofthc iilftlal Directors, each ofwhom is of full age, arc as fanows: ~ :':":' .; .. ;'.:,:.':',,: , .

hddress

Chris Hughes 16 W. 10$ Street . Ap~. 4P'

.New' Y~rk, NY 10011

Michaol Slaby 807''Oavis Street , Apt. # 1309 Evanston, IL 6020 I

Ioel Cutler 20 University Road Suite 450 Cambridge, MA02138

(8) The Secretary ofState oftbe State ofNew York is hereby designated as agent of the Corporation upon whom process against tho'Col'poration may be served.

LIBCJ3"1109.J

Jumo International, Inc. EIN: 27-1746715

Ch

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. 'The,post office address 10 which ~ SecrcW:y shaJl mail a copy of any p'rocm ' . I!galnst the q>rporatJon served upon him is rio Jwno lntemationa~ Ina., 16W. 10'11 Street, Apt..4F, New York~'Now York rOOll. ,

(9). No part ofthc Incomo ofthc COq>Ol'8tloo shall inure to,the beaefit orllnY member, , , .. 'trusteo, d,~lor, omce~ of~ COrporaiioQ, orlOY private lndlvldua1 (except that " . TCQsonapIo,.~mpenaadon may bo paid tbrscrYlOcs l'CAdorcd 10 or frJi tho

..c;orp<m'tic:>q .atrC9tlng·otio or.mom otits purposes), ond no..mcmbOr.·Jrust.ect officer ' .. ~(tho. ~t~, officerot Sny prlvato incUvidud shaJl be entitled to share Ja·tho . ;' dbtri~don.ofanY.ot.tho eorP<xatO,ll$_ em <JlsSOlu~~:Q.fthCJ. Co~9n. [n the

cvcnt:of di~solurion, ,,11 ~f the .rcmaUUng a.s~et' IJId "P~i'P~111 of: tho : '. .0rg,~JAtlQn thall, aftarpay'mcnt 01 all necosaary ~KPO~ th,ere;ot, be' .. ~lstrtbutosl:tQ o.r8~IlIZlttonl that qualitY u~c'r SoedOR S.01(0)(3) oflhc.~o,. . or ObrtOspOnding' prOvlsloM otany ,ubsequont fodcraJ tax ID)W,:or to tho Coderal . gov~ent or Stlt.t' or l~~l~go~emment» for'a,pu~lic.pu~so."~bjeot to tJ1~

. . '. IIPP.tov~ or~ Jl,istfco' of.tha'S}1prcm~ .couriof the State ~f~W .Yorte. .. ,' ..... ,. ..,: "

','. . IN WITNBSS WHEREOf till; ccrtffi~ttl ~ been signed and thO statements made boro,~ amrm.~d as trUD undor tho ponaltloi of perjury thill ~ day ofJapuarYt ~OI0. ... .

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Jumo International. Inc, EIN: 27-1746715

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Jumo International, Inc. EIN: 27-1746715

100125000 77(

CBRTIFICAtB OF JNCORPORAnON OP

JUMO lNTBRNATIONAL,INC. under Section 402 oftho Not-forMProfit Corpontion Law

ofthe State ofNew York

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t.nIl N-J ...,..ua -:d--,~

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Incorporator 16 W. IOIb Street Apt. #4F Now York, NY 10011

DRAWDOW~I

LlBC/37" 109.3 .

Icc r- STATE OF NEW YORK

DEPARTMENT OF STATE , I

FILEO' JAN 5 2010 .J TAX s'~l

BY: ---f:-~-_ " !;;:::JI

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EXHIBIT B TO VERIFIED PETITION

BY-LAWS

BY-LAWS

OF

JUMO INTERNATIONAL, INC.

Adopted and effective as of February 10,2010.

ARTICLE I

Members

The corporation shall have no members.

ARTICLE II

Offices

1. Principal Office. The principal office of the corporation shall be in New York County, State of New York.

2. Additional Offices. The corporation may also have offices at such other places within or without the State of New York and the United States as the Board of Directors may from t~me to time determine or the business of the corporation may require.

ARTICLE III

Directors

1. Powers and Duties. The Board of Directors may exercise all of the powers of the corporation and shall be responsible for establishing its policies and supervising the direction and management of its affairs and property, except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws. The Board of Directors may act on any matter notwithstanding the existence of one or more vacancies in the Board.

2. Number' and Election. A Board of Directors of not less than three shall be elected by the Board of Directors at any meeting held for such purpose. The Board of Directors shall at such meeting determine the number of directors to be elected, but in the absence of a determination, the number to be elected shall be the same as the number of directors then in office. Subject to the minimum, the number of directors may be increased or decreased by the Board of Directors at any meeting by vote of a majority of the directors then in office.

3. Term of Office. The initial directors shall be the persons named in the Certificate of Incorporation and shall serve until the first annual meeting of the Board of Directors. Except as otherwise provided by law, by the Certificate of Incorporation or by these

LlBC/37SI922.2

By-Laws, each director shall serve for a term of three (3) years, and such terms shall be staggered so that approximately one-third of the total number of directors shall be elected and

. serve until the third anniversary of their election, and in each case until their successors are qualified and elected. At the first meeting of the Board of Directors after adoption of this By­Law, the total number of directors elected shall be divided into three (3) classes (as determined by the Board of Directors), with approximately one-third of the total number of directors elected to be put in each class (as detennined by the Board of Directors). The tenns of the directors in the first class shall expire at the first succeeding annual meeting of the Board of Directors, the terms of the directors in the second class shall expire at the second succeeding meeting of the Board of Directors and the directors in the third class shall expire at the third succeeding annual meeting of the Board of Directors. After the initial classification, directors elected to replace those whose tenns expire at each such annual meeting shall be elected or appointed at such meeting to hold office for a full term in accordance with such classification.

4. Resignation. Any director may resign by delivering his written resignation to the corporation at its principal office or to the President or Secretary in person, by mail or by electronic mail. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. The acceptance of a resignation by the Board of Directors shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of a director.

5. Removal. A director may be removed from office for cause by vote of a majority of the directors then in ·office at a regular meeting or special meeting of the Board called for that purpose. A director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him or her. Missing three consecutive meetings of the Board of Directors unless a majority of the directors has excused such director from attendance due to extreme circumstance(s) may constitute cause.

6. Vacancies and Newly Created Directorships. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from the enlargement of the Board of Directors, may be filled at any meeting of the Board of Directors by a majority of the directors then in office, regardless of their number. A director elected on account of a vacancy resulting from the resignation or removal of a director shall serve for the balance of such term. In lieu of filling any such. vacancy, the Board of Directors may reduce the number of directors; provided, however, that the number of directors constituting the Board of Directors shall at all times comply with Section 2 of this Article I.

7. Meetings. Meetings of the Board may be held at any place within or without the State ofNew York as the Board may from time to time fix. The annual meeting of the Board of Directors shall be held in March of each year or at a date, time and place fixed by the Board. The date, time and place of the annual meeting shall be announced by the Board of Directors at the previous annual meeting or at any regular meeting or special meeting, whether or not called for that purpose. Other regular meetings of the Board shall be held at regular intervals as fixed by the Board. Special meetings of the directors may be called, orally or in writing, by the President, by the Chief Executive Officer, by the Treasurer or by two or more directors, in each case designating the time, date and place thereof.

L1BC/3751922.2

8. Notice of Meetings. Regular meetings of the directors may be held without notice at such time, date and place as the directors may from time to time determine; provided; however, that any director who is absent when such determination is made shall be given notice of the determination. Notice of the time, date and place of the annual meeting, each regular meeting not fixed by the Board and all special meetings of the directors shall be given to each director by the Executive Director, by the Secretary, or in case of the death, absence, incapacity or refusal of the Secretary, by the officer or one of the directors calling the meeting. Notice shall be given to each director by delivery of such notice in person or by telephone at least twenty-four hours in advance of the meeting, by written notice mailed or faxed to his or her business or home address at least forty-eight hours in advance of the meeting, or by the means and within the time period as adopted by the Board of Directors in their discretion. Notice need not be given to any director if a written waiver of notice, executed by such director before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice. A notice or waiver of notice of a meeting of the directors need not specify the purposes of the meeting.

9. Quorum. At any meeting of the directors, a majority of the directors then in office shall constitute a quorum. Directors constituting less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice.

10. Action at Meeting. At any meeting of the directors at which a quorum is present, a majority of the directors present may take any action on behalf of the directors, unless a larger number is required by law, by the Certificate of Incorporation or by these By­Laws,

I 1. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the records of the meetings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

12. Committees. The Board of Directors, by resolution adopted by a majority of the directors then in office, may elect from its members an Executive Committee or other committees, each consisting of three (3) or more directors, and may delegate thereto some or all of its powers except those which by law, by the Certificate of Incorpo~ation, or by these By­Laws may not be delegated. Except as the directors may otherwise determine, any such committee may make rules for the conduct of its business, but Wlless otherwise provided in such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-Laws for the directors. All members of such committees shall hold such offices at the pleasure of the directors, and the directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to the directors.

13. Participation by Conference Telephone. Members of the Board of Directors or any committee thereof may participate in a meeting of the board or of a committee by means of a conference telephone or similar communications equipment which permits all persons

L1BC/37S 19222

participating in the meeting to hear each other at the same time, and participation by such means shall constitute presence in person at such meeting.

14. No Compensation. No compensation of any kind shall be paid to any director for the performance of his or her duties as a director. Subject to the corporation's conflicts o'f interest policy, as in effect from time to time, provided that there is full disclosure of the terms of such compensation and the arrangement has been approved by the Board, this shall not in any way limit reimbursement of or payment (i) for expenses incurred by a director in connection with hislher service to the corporation, (ii) for services provided to the corporation by the director in any capacity separate from his or her responsibilities as a director, or (iii) by any organization with which the director is affiliated.

ARTICLE IV

Officers

1. Enumeration. The officers of the corporation may consist of a President, one or more Vice-Presidents, a Secretary, and a Treasurer or such other offic~rs as the Board of Directors may detennine. The President shall be a member of the Board of Directors. The other officers may, but need not, be members of the Board of Directors. In addition, the Board of Directors may employ an Executive Director and may designate such person as the Chief Executive Officer of the corporation, in which case, such Chief Executive Officer shall be a member of the Board of Directors.

2. Election. All officers shall be elected annually by the directors at any meeting of the directors where the Executive Director is present held for such purpose. Other officers may be chosen by a majority of the directors at such meeting or at any other meeting.

3. Qualification. Any two or more offices may be held by any person, except the offices of President and Secretary. Any officer may be required by the directors to give bond for the faithful performance of his or her duties in such amount and with such sureties as the directors may determine. No instrument required to be signed by more than one officer may be signed by one person in more than one capacity.

4. Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, all officers shall hold office for a one year term following their election at any meeting of the directors held for such purpose, and in each case until their respective successors are qualified and elected.

5. Resignation. Any officer may resign by delivering his or her written resignation to the corporation at its principal office or to the President or Secretary in person or by mail or electronic mail, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. The acceptance of a resignation by the Board of Directors shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of an officer.

6. Removal. The directors may remove any officer with or without cause by a vote of no less than two-thirds of the directors then in office; provided, however, that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the directors.

LlBC/3751922.2

7. Vacancies. Any vacancy in any office may be filled for the unexpired portion of such tenn by the directors.

8. Executive Director. If the Board of Directors employs an Executive Director and appoints such person as the chief executive officer of the corporation, subject to the directions of the Board of Directors, such person shall have general charge and control of the affairs of the corporation, including, but not limited to, the selection and employment of the corporation's staff. The Executive Director shall serve at the pleasure of the Board of Directors. In the event of a vacancy in the office of Executive Director, the President or another member of the staff designated by the Board of Directors shall serve as chief executive officer of the corporation.

9. President and Vice President. The President shall preside when present at all meetings of the members and the Board of Directors, and he or she shall be an ex officio member of all committees. The President shall be responsible for general supervision of the affairs of the corporation, subject to the directions of the Board of Directors, and he or she shall have such other powers and perform such other duties as the Board of Directors from time to time may designate. Any Vice President shall have such powers and shall perfonn such duties as the Board of Directors may from time to time designate. If a Vice President is appointed, unles$ the Board of Directors otherwise determines, he or she shall have the powers and responsibilities of the President in the absence or incapacity of the latter.

10. Treasurer. The Treasurer shall be responsible for general supervision of the financial affairs of the corporation, subject to the directions of the Board of Directors, including supervision of the financial duties of the Executive Director. The Treasurer shall be responsible for custody of the funds, securities and valuable papers of the corporation and shall cause it to keep accurate books of account. The Treasurer shall cause the preparation of an annual budget for presentation to the Board of Directors and such interim budgets as are needed and he or she shall perform such other duties and have such other powers as the Board of Directors may from time to time designate.

11. Secretarv. The Secretary shall keep a record of the meetings of the Board of Directors. He or she shall perfonn all duties incident to the office of the Secretary, subject to the control of the Board of Directors, and shall perform such other duties as shall from time to time be assigned by the Board of Directors. In the absence of the Secretary from any such meeting, a Temporary Secretary designated by the persons presiding at the meeting shall perfonn the duties of the Secretary.

12. Additional Officers. In addition to the officers required by these By-Laws, the Board of Directors may appoint from time to time one or more other officers and agents of the corporation, who need not be members of the Board of Directors, and who shall have such titles, powers and duties as shall be prescribed by the Board of Directors.

13. Employees and Agents. The Board of Directors may from time to time appoint such employees and other agents as it shall deem necessary, each of whom shall hold office at the pleasure of the Board of Directors, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board of Directors may from time

LlBC/3751922.2

to time detennine. To the fullest extent allowed by law, the Board of Directors may delegate to any employee or agent any powers possessed by the Board of Directors and may prescribe their respective title, terms of office, authorities and duties.

14. Compensation. Any officer who is an employee or agent of the corporation, including the Executive Director, is authorized to receive a reasonable salary or other reasonable compensation for services rendered to the corporation as an employee or agent when authorized by a majority of the Board of Directors (excluding any interested directors), and only when so authorized. Compensation shall be set at a reasonable rate for the services rendered by reference to comparable persons in comparable organizations. The vote of the disinterested directors regarding compensation shall be documented in the minutes of any meeting where such compensation is determined.

ARTICLE V

Board of Advisors

1. Powers. The Board of Directors may appoint from time to time any number of persons or group of persons as advisors, sponsors, benefactors, contributors, participants or friends of the corporation, or such other title as the directors may determine, to act either singly or as a committee of committees. Each advisor shall hold office during the pleasure of the Board of Directors and shall have only the authority or obligations as the Board of Directors may from time to time determine. Unless the Board of Directors otherwise determines, such persons shall serve in an honorary capacity and shall have no fights and responsibilities with respect to the corporation, including without limitation any right to notice of, or to vote at, any meeting of the members or directors.

2. No Compensation. No person serving pursuant to Section 1 of this Article shall receive, directly or indirectly, any salary or compensation for any service rendered to the corporation in such capacity, except that the Board of Directors may authorize reimbursement of expenditures reasonably incurred on behalf of activities for the benefit of the corporation. This provision shall not in any way limit reimbursement of or payment for services provided to the corporation by such person in any capacity separate from his or her responsibilities pursuant to this Article.

ARTICLE VI

Indemnification

1. Definitions. For purposes of this Article:

(a) A "Director" or "Officer" means any person serving as a director of the corporation or in any other office filled by appointment or election by the directors and also includes (i) a Director or Officer of the corporation serving at its request as a director, officer, employee, or other agent of another organization, and (ii) any person who formerly served as a Director or Officer;

(b) "Expenses" means (i) all expenses (including attorneys' fees and disbursements) actually and reasonably incurred in defense of a Proceeding, in being a witness

L1BC/375 1922.2

in a Proceeding, or in successfully seeking indemnification under this Article, (ii) such expenses incurred in connection with a Proceeding initiated by a Director or Officer as may be approved by the Board of Directors, and (iii) any judgments, awards, fines or penalties paid by a Director or Officer in connection with a Proceeding or reasonable amounts paid in settlement of a Proceeding; and

(c) A "Proceeding" means any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, and any claim which could be the subject of a Proceeding.

2. Right to Indemnification. Except as limited by law or by Sections 721-22 of Chapter 35 of the Consolidated Laws of New York and to the extent that the corporation's exemption from federal taxation is not adversely affected thereby, the corporation shall indemnify its Directors and Officers against all Expenses incurred by them, including attorneys' fees, in connection with any Proceeding in which they are involved as a result of their service as a Director or Officer, except that (i) no indemnification shall be provided for any Director or Officer regarding a matter as to which it shall be determined pursuant to Section 5 of this Article or adjudicated by a decision-making body having jurisdiction that he or she did not act in good faith and in the reasonable belief that his or her action was in the best interests of the corporation, or with respect to a criminal matter, that he or she had reasonable cause to believe that his or her conduct was unlawful, and (ii) no indemnification shall be provided for any Director or Officer with respect to any Proceeding by or in the right of the corporation or alleging that a Director or Officer received an improper personal benefit if he or she is adjudged liable to the corporation in such Proceeding or, in the absence of such an adjudication, if he or she is detennined to be ineligible for indemnification under the circumstances pursuant to Section 5 of this Article.

3. Settled Proceedings. If a Proceeding is compromised or settled in a manner which imposes any liability or obligation upon a Director or Officer, no indemnification shall be provided to him or her with respect to such Proceeding if it is determined pursuant to Section 5 of this Article on the basis of the circumstances known at that time (without further investigation) that said Director or Officer is ineligible for indemnification.

4. Advance Payments. Except as limited by law, Expenses incurred by a Director or Officer in defending any Proceeding may be paid by the corporation to said Director or Officer in advance of final disposition of the Proceeding upon receipt of his or her written undertaking to repay such amount if he or she is determined pursuant to Section 5 of this Article or adjudicated by a decision-making body having jurisdiction to be ineligible for indemnification, which undertaking shall be an unlimited general obligation but need not be secured and may be accepted without regard to the financial ability of such person to make repayment; provided, however, that no such advance payment of Expenses shall be made if it is determined pursuant to Section 5 of this Article on the basis of the circumstances known at that time (without further investigation) that said Director or Officer is ineligible for indemnification.

5. Detenninations; Payments. The determination of whether a Director or Officer is eligible or ineligible for indemnification under this Article and the amount of indemnification to be paid shall be made in each instance by (a) a majority of the directors or a committee

L1BC/3751922.2

thereof who are not parties to the Proceeding in question, or (b) independent legal counsel appointed by a majority of such directors, or if there are none, by a majority of the directors in office. Notwithstanding the foregoing, a court having jurisdiction (which need not be the court in which the Proceeding in question was brought) may grant or deny indemnification in each instance under the provisions of law and this Article.

6. Insurance. The corporation shall have power to purchase and maintain insurance against any obligation which it incurs as a result of its indemnification of any agent, employee, director or officer, or to indemnify such persons against any liability or cost incurred by him or her in his or her capacity as an agent, employee, director or officer, as applicable, or arising out of his or her status as such.

7. Responsibility With Respect to Employee Benefit Plan. If the corporation or any of its Directors or Officers sponsors or undertakes any responsibility as a fiduciary with respect to an employee benefit plan of the corporation, then for purposes of indemnification of such persons under this Article (i) a "Director" or "Officer" shall be deemed to include any Director or Officer of the corporation who serves at its request in any capacity with respect to said plan, (ii) such Director or Officer shall not be deemed to have failed to act in good faith in the reasonable belief that his or her action was in the best interests of the corporation if he or she acted in good faith in the reasonable belief that his or her action was in the best interests of the participants or beneficiaries of said plan, and (iii) "Expenses" shall be deemed to include any taxes or penalties imposed on such Director or Officer with respect to said plan under applicable law.

8. Heirs and Personal Representatives. The indemnification provided by this Article shall inure to the benefit of the heirs and personal representatives of a Director or Officer.

9. Non-Exclusivity. The provisions of this Article shall not be construed to limit the power of the corporation to indemnify its Directors or Officers to the full extent permitted by law or to enter into specific agreements, commitments or arrangements for indemnification permitted by law. In addition, the corporation shall have power to indemnify any of its agents or employees who are not Directors or Officers on any terms not prohibited by law which it deems to be appropriate. The absence of any express provision for indemnification herein shall not limit any right of indemnification existing independently of this Article.

10. Amendment. The provisions of this Article may be amended or repealed by the Board of Directors; provided, however, no amendment or repeal of such provisions which adversely affects the rights of a Director or Officer under this Article with respect to his or her acts or omissions at any time prior to such amendment or repeal shall apply to him or her without his or her consent.

ARTICLE VII

Miscellaneous Provisions

1. Fiscal Year. The fiscal year of the corporation shall end on December 31 of each year.

LJ8C/375 1922.2

2. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the corporation in the ordinary course of its business without director action, may be executed on behalf of the corporation by the President or the Treasurer with the consent of the President or the Executive Director with the consent of the President.

3. Voting of Securities. Unless otherwise provided by the directors, the President, Treasurer or Executive Director may waive notice of and act on behalf of the corporation, or appoint another person or persons to act as proxy or attorney in fact for this corporation with or without discretionary power and/or power of substitution, at any meeting of shareholders of any other corporation or organization whose securities are held by the corporation.

4. Non-Discrimination. In all of its dealings, neither the corporation nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, age, ethnicity, national origin, marital status, sexual preference, mental or physical disability or any category protected by law.

5. Resident Agent. The directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the corporation. Said resident agent shall be an individual who is a resident of or has a business address in New York, or a corporation organized under the laws of New York, or a corporation organized·under the laws of any other state of the United States that has qualified to do business in, and has an office in, New York.

6. Corporate Records. The original, or attested copies, of the Certificate of Incorporation, By-Laws and records of all meetings of the incorporators shall be kept in New York at the principal office of the corporation, or at an office of its Secretary or resident agent. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times for the inspection of any director for any proper purpose.

7. Certificate of Incorporation. All references in these By-Laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation, as amended and in effect from time to time.

8. Amendments. The power to make, amend or repeal these By-Laws shall be in the Board of Directors; provided, however, that the directors may nonetheless make, amend or repeal the By-Laws (other than the provisions of Article VI or of this Section 8 of Article VIII) in whole or in part.

LIBC/375 1922.2

EXHIBIT C TO VERIFIED PETITION

ASSET PURCHASE AGREEMENT

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this "Agreement") is entered into as of August J6, 20 I J, by and between GOOD Worldwide, LLC, a Delaware limited liability company ("Purchaser"), and Jumo Jntemational, Inc., a New York not for protit corporation ("Seller").

PRELIMINARY STATEMENT

The parties hereto desire that Seller sell, assign, transfer and convey to Purchaser, and that Purchaser purchase from Seller, the Assets (as defined below) in exchange for the consideration set forth herein, all according to the tenns and subject to the conditions set forth in this Agreement (the ·'Transaction").

NOW, THEREFORE, in consideration of the representations, warranties and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows. Capitalized tenns shall have the meanings ascribed to them in this Agreement or in Article XI hereof.

ARTICLE I PURCHASE AND SALE OF ASSETS

1.1 Purchase and Sale of Asscts. Upon the tcrms and subject to the conditions set forth in this Agreement effective as of the Closing Date (defined below), Seller agrees to sell, assign, transfer, convey and deliver to Purchaser, and Purchaser agrees to purchase from Seller, the Assets, as detined below.

1.2 Assets. As lIsed in this Agreement, the term "Assets" means, collcctively:

(a) a I-year exclusive license to use Jumo's trademarks, copyrights, and brand likeness and the goodwill of the business associated therewith;

(b) a minimum of 10 registered users communications;

(c) a secure API endpoint for the retricval of the Jumo profile and social graph information based on an email address; and

(d) facilitation of Purchaser's recruitment of Seller employees.

1.3 Excluded Assets. Notwithstanding anything herein to the contrary, it is hereby expressly acknowledged and agreed that the Assets shall not include, and Seller is not selling, conveying, assigning, transferring or delivcring to Purchaser, and Purchaser is not purchasing, acquiring or accepting from Seller, any of the rights, properties or assets set forth or described in paragraphs (a) through (d):

(a) all rights, claims or causes of action of Seller arising under this Agreement and the Ancillary Agreements;

(b) all Seller credit cards, Jines of credit, or similar agreements for the extension of credit;

(c) Seller's cash on hand, bank accounts, cash equivalents, and accounts receivable; and

LI ImY/5142156 6

(d) any rights of Seller under any agreements, contracts, licenses, or leases of real or personal property.

1.4 Assumption of Liabilities. Purchaser will assume no debts, indentures, liens, encumbrances, taxes, or any other liabilities of any kind of Seller, either associated with the Assets or otherwise, other than pursuant to Purchaser's use of the Assets.

1.5 Purchase Consideration. The aggregate consideration for the Assets due at the Closing shall be $62,221 minus the Escrow Cash (the "Cash Consideration"). The Escrow Cash shall constitute security for certain obligations of Seller pursuant to this Agreement, and shall be held in and distributed in accordance with the provisions of this Agreement and the Escrow Agreement. Subject to the satisfaction or waiver of all of the conditions set forth herein, on the Closing Date, promptly following the Closing, Purchaser shall pay to Seller the Cash Consideration.

ARTICLE II THE CLOSING

The consummation of the Transaction will take place at a closing to be held at the officcs of the Purchascr (the "Closing") within five (5) business days after satisfaction of all conditions (other than the respective delivery obligations of the partics) hereto have been satisfied or waived (which ever is later), or at such other time or date as may be agreed to by the parties to this Agreement (the "Closing Date").

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER

Except as is otherwise set forth in the Seller's Schedule of Exceptions delivered by Seller to Purchaser and dated as of the date of this Agreement, Seller represents and warrants that the statements contained in this Article "' are true and correct as of the date hereof.

3.1 Organization. Seller is a corporation duly organized, in good standing and validly existing under the laws of the state of New York and has full power and authority to carry on its business as now conducted.

3.2 Authorization. This Agreement and the Escrow Agreement (in the form attached hereto as Exhibit A), Licensing Agreement (in the form attached hereto as Exhibit B) and Bill of Sale (in the form attachcd hereto as Exhibit C) (such other agreements being referred to hereafter as the "Ancillary Agreements") to which Seller is or will be a party have bcen, or upon their execution and delivery hereunder will have been, duly and validly executed and delivered by Seller and constitute. or will constitute, valid and binding agreements of Seller enforceable against Seller. Sellcr has all requisite power and authority to execute and deliver this Agrecmcnt and. at the time of the Closing, will have all requisite power and authority to carry out the transactions contemplated in this Agrt"ement and the Ancillary Agreements to which it is or will be a party.

3.3 No Confiicts; Consents. The execution and the delivery by Seller of this Agreement and the Ancillary Agreements to which Seller is or will be a party, do not, and the consummation of the transactions contemplated herein and therein and compliance with the provisions hereof and thereof will not (a) contliet with, result in a breach of, constitute a default (with or without notice or lapse of time, or both) under or violation of, or result in the creation of any lien pursuant to (i) any provision of the certificate of incorporation or bylaws of Seller, or (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or any of the Assets, (b) require on the part of Seller any filing with, or any permit, authorization, consent or approval of, any Governmental Authority, (c) result in the

2 I.I1lNY/SI4215h 6

imposition of any Encumbrance upon any of the Assets, (d) violate any order, writ. injunction, or decree applicable to Sdler or any of the Assets. or (e) violate any statute, rule or regulation applicable to the Seller or any of the Assets.

3.4 Litigation. There are no claims, actions, suits, proceedings, or investigations. pending before any Governmental Authority, or to Seller's Knowledgc, threatened, against Seller, in each case relating to the Assets, which questions or challenges the validity of this Agreement or any of the Ancillary Agreements to which Seller is or will be a party.

ARTICLE IV REPRESl4:NTATIONS AND WARRANTIES OF PURCHASER

Purchaser reprcsents and warrants that the statements contained in this Article IV are true and correct as of the date hereof:

4.1 Organization and Good Standing. The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California.

4.2 Authority. The Purchaser has full power and authority to execute and deliver this Agreement and the instruments of transfer and other documents delivered or to be delivered pursuant hereto, to pcrform all the tenns and conditions hereof and thereof to be performed by it, and to consummate the transactions contemplated hereby and thereby. This Agreement and all instruments of transfer and other documents delivered or to be delivered by the Purchaser in connection with this Agreement have been duly authorized and approved by all necessary and proper organization action of the Purchaser. This Agreement and all instruments of transfer and other documents delivered or to be delivered by the Purchaser in connection with this Agreement constitute. and will constitute, the valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms.

4.3 No Violation. Neither the execution and delivery by the Purchaser of this Agreement or the instruments of transfer and other documents delivered or to be delivered pursuant hereto by the Purchaser and the performance by the Purchaser hereunder or thereunder, nor the consummation of the transactions contemplated hereby or thereby, will violate, conflict with, result in the breach of, or accelerate the perfonnance required by any of the terms, conditions or provisions of the Articles of Organization or Operating Agreement of the Purchaser or any covenant, agreement or understanding to which the Purchaser is a party or any order, ruling, decree, judgment, arbitration award or stipulation to which the Purchascr is subject, or constitute a default thereunder.

ARTICLl4: V

PRE-CLOSING COVENANTS OF SELLER

5.1 Conduct of Business. During the period on and from the date of this Agreement through and including the Closing Date. Seller will conduct the business as it relates to the Assets in the ordinary course consistent with past practices and usc commercially reasonable efforts to protect and preserve the Assets. Specifically, during the period on and from the date of this Agreement through and including the Closing Date, Seller will not, without the prior written consent of Purchaser:

(a) lllor1gage, pledge, subject to a lien, or grant a security interest ill, or otherwise encumber, any of the Assets;

3 UDNY/51-t21566

(b) sell, dispose of, or license any of the Assets to any Person;

(c) alter the salary of any employee, not including payments made relating to tennination of employment or severance payments;

(d) fail to pay and discharge any trade payable relating to the Assets in accordance with Seller's customary business practices as of the <.late of the execution hereof; or

(e) incur, with respect to the Assets, any Liabilities not in the ordinary course of business.

5.2 No Other Negotiations. Until the earliest of (i) sixty days from the date hereof, (ii) such earlier date as Purchaser and Seller may mutually agree to terminate this Agreement and (iii) the date on which the Attorney General of the State of New York or a court of competent jurisdiction rejects approval of the Transaction (the "Terminallon Dale"), Seller will not (and it will use its commercially reasonable efforts to ensure that its officers, directors, employees, agents and affiliates do not on its behalf) take any action to solicit, initiate, seek or intentionally encourage any inquiry, proposal or offer from, furnish any confidential information to, or participate in any negotiations with, any corporation, partnership, person or other entity or group (other than discussions with Purchaser) regarding the acquisition of the Assets. Seller will immediately notify Purchaser regarding any contact by any third party regarding any offer, proposal or inquiry regarding any such acquisition of the Assets. In no event will Seller accept or enter into an agreement concerning any such third party transaction prior to the Termination Date.

ARTICLE VI PRE-CLOSING COVENANTS

6.1 Satisfaction of Conditions Precedent. Each party to this Agreement will use its commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent to the Closing hereunder, and to cause the transactions contemplated herein to be consummated, and, without limiting the generality of the foregoing, to obtain all consents and authorizations of third parties and to make all filings with, and give all notices to, third parties which may be necessary or reasonably required on its part to effect the transactions contemplated herein.

6.2 Cooperation. Prior to the Closing, each party to this Agreement agrees to cooperate fully with the other party and to execute such further instruments, documents and agreements, and to give such further written assurances, as may be reasonably requested by any other party to better evidence and relleet the transactions described herein and in the Ancillary Agreements and to carry into eITectthe intent and purposes of this Agreement.

6.3 Employees. Seller shall be solely liable tor and obligated to pay any and all Liabilities with respect to Seller's termination of employment of any of its employees on or before the Closing Date. The parties hereby acknowledge that Purchaser is not under any obligation to offer employment to any current or future employee of Seller.

6.4 Conlidentialitv and Publicity. The parties have previously executed a mutual non­disclosure agreement (the "Non-Disclosure Agreemen1"), dated July 23, 20 II, which Non-Disclosure Agreement is hereby incorporated by reference and shall continue in full force and effect in accordance with its terms. Unless otherwise permitted by this Agreement, Seller and Purchaser shall consult with each other before issuing any press release or olherwise making any public statement or making any other public (non-confidential) disclosure (whether or not in response to an inquiry other than by a Governmental Authority) regarding the tenns of this Agreement and the transactions contemplated

4 L1BNY,'51-1:!156 (,

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hereby. and neither shall issue any such press release or make any such statement or disclosure without the prior approval of the other (which approval shall not be unreasonably withheld); provided, however, that Purchaser and Seller have the right to disclose the Transaction to third parties as may be necessary in order to obtain any necessary third party consents or permissions to take any other actions necessary to consummate the Transaction.

ARTICLE VII CONDITIONS TO CLOSING

7.1 Conditions to Obligations of Seller. The obligations of Seller to effect the transactions to be performed by it at the Closing are, at the option of Seller, subject to the satis faction at or prior to the Closing of the following additional conditions:

(a) Representations and Warranties. All of the representations and warranties of Purchaser set forth herein shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made at the Closing.

(b) Performance. All of the terms, covenants and conditions of this Agreement to be complied with and performed by Purchaser at or prior to the Closing shall have been duly complied with and performed in all material respects.

(c) Ancillary Agreements. Purchaser shall have executed and delivered to Seller each of the Ancillary Agreements to which it is a party.

(d) Certain Regulatory Approvals. Seller shall have obtained approval of (i) the transactions contemplated by this Agreement and (ii) the sale of the Assets to Purchaser from the office of the Attorney General of the State of New York and/or any applicable court as required in accordance with §§51O-511 of the New York Not-For-Profit Corporation Law.

(e) Purchaser's Closing Deliverables. Purchaser will deliver to Seller such other certitlcates, instruments and documents of Purchaser as may be reasonably requested by Seller that are necessary, appropriate or desirable for the consummation of the Transaction.

7.2 Conditions to Obligations of Purchaser. The obligations of Purchaser to effect the transactions to be performed by it at the Closing are, at the option of Purchaser, subject to the satisfaction at or prior to the Closing of the following additional conditions:

(a) Representations and Warranties. All the representations and warranties of Seller set forth herein shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made at the Closing.

(b) Performance. All of the terms, covenants and conditions or this Agreement to be complied with and performed by Seller at or prior to the Closing shall have been duly complied with and performed in all material respects.

(c) Seller's Closing Deliverables. In addition to any items listed above, at the Closing, Seller will deliver to Purchaser the following items:

(i) the Bill of Sale and the Licensing Agreement in the forms attached hereto;

5 UBNY/Sl421S66

(ii) a copy of the severance agreement delivered to each employee who does not receive an offer letter from Purchaser, including any such agreements executed by such employees~

(iii)each of the other Ancillary Agreements to which it is a party; and

(iv) such other certificates, instruments and documents of Seller as may be reasonably requested by Purchaser that are necessary, appropriate or desirable for the consummation of the Transaction.

ARTICLE VIII LIMITATION OF LIABILITY

Any and all remedy of either party for damages, losses or costs arising out of any material breach of any representation, warranty or covenant by the other party, and each party's aggregate liability for any reason and upon any cause of action whatsoever pursuant to this Agreement, shall not exceed an amount equal to the sum of Cash Consideration and the Escrow Cash. No claim arising out of this Agreement may be brought by either party after the earlier of: twelve (12) months after the Closing Date or Seller's legal dissolution.

ARTICLE IX ESCROW AGREEMENT

The Escrow Cash shall be deposited with U.S. Bank National Association as escrow agent (the "Escrow Agent"), such deposit, together with any interest that may be earned thereon. to constitute the escrow fund (the "Escrow Fund") and to be governed by the provisions set forth in the Escrow Agreement.

ARTICLE X TERMINATION OF AGREEMENT; SURVIVAL

10.1 Termination. This Agreement may be terminated prior to the Closing:

(a) By mutual written consent of the parties;

(b) By either Purchaser or Seller if the Closing shall not have occurred by the Termination Date;

(c) By Purchaser immediately upon the occurrence of any of the following events: (i) any voluntary or involuntary transfer of any of the Assets or any interest therein (except a transfer to Purchaser); (ii) upon the execution by Seller of an assignment for the benefit of creditors or the appointment of a receiver. custodian, trustee or similar party to take possession of Purchaser's assets or property; or (iii) any action by a third party to foreclose on any outstanding Iiens of the Seller.

10.2 Effect of Termination. In the cvcnt of the tennination of this Agreement as provided in Section 10.1, this Agreement shall be of no further force or etlcct.

10.3 Survival of Representations and Warranties. All representations and warranties contained in this Agreement shall survive the Closing until the earlier of the datc that is 12 months following the Closing Date or the date that Seller is legally dissolved.

6 l.lUNY/S 1421566

ARTICLE XI DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth or referenced below:

I t.1 "Escrow Cas"" means an amount of cash equal to $33,021.

I 1.2 "Governmental Authority" shall mean any court, or any federal, state, municipal, provincial or other governmental authority. dcpartm~nt, commission, board, service, agency, political subdivision or other instrumentality.

11.3 "Knowledge" or "Know" or "Known" shall mean, with respect to Seller, the current actual knowledge, after reasonable inquiry, of the following orficer of Seller: Chris Hughes.

I 1.4 "Liahility" or "Liahilities" shall mean any direct liability, indebtedness, obligation, guarantee or endorsement related to the Assets. whether known or unknown, whether accrued or unaccrued, whether absolute or contingent, whether due or to become due, or whether liquidated or un.liquidated.

I 1.5 "Person" shall mean an individual, a partnership, a corporation, a limited liability company, an association, ajoint stock company, a trust, ajoint venture, an unincorporated organization or a Governmental Authority.

ARTICLE XII GENERAL

12. I Law Governing. This Agreement shall be governed by and construed under the laws of the State of Delaware, without giving enect to any contrary contlict of laws provisions.

12.2 Assignment: Binding upon Successors and Assigns. None of the parties hereto may assign any of its rights or obI igations hereunder without the prior written consent of the other pal1y, which consent shall not be unreasonably withheld.

12.3 Severability. If any provision of this Agreement, or the application thereof, shall tor any reason and to any extent be held to be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall be interpreted so as best to reasonably effect the intent of the parties hereto. The parties further agree to replace such invalid or unenforceable provision of this Agreement with a valid and enforceable provision which will achieve, to the extent possible, the economic, business and other purposes of the invalid or unenforceable provision.

12.4 Entire Agreement. This Agreement, the exhibits and schedules hereto, the Ancillary Agreements and the Non-Disclosure Agreement constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, wrilten or oral, between the parties with respect hereto and thereto.

12.5 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by facsimile transmission or electronic mail shall be deemed for all purposes to be due execution and delivery by the signing persons.

7 1.IBNY/SI4~1511h

12.6 Other Remedies. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party shall be deemed cumulative with and not exclusive of any other remedy conferred hereby or by law on such party, and the exercise of anyone remedy shall not preclude the exercise of any other.

12.7 Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof for default in payment of any amount due hereunder or default in the performance hereof shall not be deemed to constitute a waiver of any other default or any succeeding breach or default.

12.8 Notices. All notices and other communications hereunder will be in writing and will be deemed given (a) upon receipt if delivered personally (or if mailed by registered or certified mail), (b) the day aHer dispatch if sent by overnight courier, (c) upon dispatch if transmitted by facsimile transmission (and continned by a copy delivered in accordance with clause (a) or (b)), properly addressed to the parties at the following addresses:

If to Purchaser: GOOD Worldwide, LLC Attention: Ben Goldhirsh 915 N Citrus Ave Los Angeles, CA 90038 Facsimile: 310-218-2142

If to Seller: Jumo International, Inc. 113 Spring Street, 3rd Fl. New York, NY 10012 Attn: Chris Hughes

Any party may change its address for such communications by giving notice thereof to the other party in conformity with this Section.

12.9 Construction and Interpretation of Agreement.

(a) The parties hereto and their respective attorneys have negotiated this Agreement, and the language hereof shall not be construed for or against any party by reason of its having drafted such language.

(b) The titles and headings herein are tor reference purposes only and shall not in any manner limit the construction of this Agreement, which shall be considered as a whole.

(c) As used in this Agreement, any reference to any state of facts, event, change or effect being "material" with respect to any entity means a state of facts that is material to the current condition (financial or otherwise), properties, assets, liabilities, business or operations of such entity.

(d) Unless the context clearly indicates otherwise, (a) each definition in this Agreement includes the singular and the plural; (b) each reference in this Agreement to any gender includes the masculine, feminine and neuter where appropriate; (c) the words "include" and "including" and variations thereof shall not be deemed terms of limitation, but rather shall be deemed to be followed by the words "without limitation"; (d) the words "hereof," "herein," "hereto," "hereby," "hereunder" and derivative or similar words refer to this Agreement as an entirety and not solely to any particular

8 LJ13NY/51421566

I

provision of this Agreement: and (e) each reference in this Agreement to a particular Article, Section. Exhibit or Schedule means an Articlc or Section of, or an Exhibit or Schedule to. this Agreement, unless another agreement is spcci lied.

12.10 No Joint Venture. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership bctwcen any of the parties hereto. No party is by virtue of this Agreement authorized as an agent, employee or legal represcntativc of any other party. No party shall have the power to control the activities and operations of any other and their status is. and at all times, will continue to be, that of independent contractors with respect to each other. No party shall have any powcr or authority to bind or commit any other. No party shall hold itself out as having any authority or relationship in contravention of this Section.

12.11 Absence of Third Party Beneficiary Rights. No provIsIons of this Agreement are intended, nor shall be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any client, customer, affiliate, shareholder, partner, or employee of any party hereto or any other person or entity unless specifically provided otherwise herein, and, except as so provided, all provisions hereof shall be personal solely between the parties to this Agreement.

12.12 Fees and Expenses. All fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the transm:tion is consummated.

[The remainder of this page is intentionally left blank.]

9 L1BNY151421566

1

IN WIlNESS WHEREOF, the parties hereto have executed this Agreement as of August l!t,"'" 20ll.

GOOD WORLDWIDE LLC, a Delaware limited JUMO INTERNATIONAL, Inc. a New York not for liability company profit corporation

~----~ -- By: _By: ~ Narn/BiTsh Name: Chris Hughes Its: CEO Its: Exccutivt: Director

IN WlTNESS WHEREOF, the parties hereto have executed this Agreement as of August 1fI, 201 J.

GOOD WORLDWIDE LLC, a Delaware limited JUMO INTERNATIONAL, Ioc. a New York not for liability company profit corporation

By:

Nome: Ben Goldhirsh

_ ~~~e: Ch{l~....---.,;=------­Its: CEO Its: Executive Director

EXHIBIT A ESCROW AGREEMENT

Sec attached.

II l.IBNY/51·1~ 156.6

ESCROW AGREEMENT

This ESCROW AGREEMENT (this "Agreement") is made as of August [ ],201 I, by and among U.S. Bank National Association ("Escrow Agent"), GOOD Worldwide, LLC, a Delaware limited liability company ("Purchaser") and Jumo Internalional, Inc., a New York not for profit corporation (the ··Company"). Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Asset Purchase Agreement (as defined below).

If the terms of lhis Agreement eonlliel in any way with the provisions of the Asset Purchase Agreement, then the provisions of the Asset Purchase Agreement shall control. This Agreement shall become effective as of the date hereof.

RECITALS

A. Purchaser and the Company have entered into that certain Asset Purchase Agreement dated as of August [ ], 20 I J (the "Purchase Agreement"), a copy of which is attached hereto as Annex A.

B. Pursuant to Section 1.2(d) of the Purchase Agreement, the Purchaser and Company have agreed that the Company will facilitate Purchaser's recruitment of certain of the Company's employees, and that Purchaser will pay recruitment fees to the Company equal to tifty percent of a single month's salary for each Company employee hired by the Purchaser (th~ "Retained Employees"), conditioned upon the Retained Employee's completion of three (3) months of employment at Purchaser.

C. In connection with the recruitment of the Retained Employees, Purchaser delivered to such employees an offer of employment ("Employment Offer") within 10 business days following the date of the Purchase Agreement offering employment starting within 3 weeks of the date of Employment Offer (such start date the "Employment Date").

D. Pursuant to Section 1.5 and Section IX of the Purchase Agreement, $33,021 (the "Escrow Cash") is to be delivered to and deposited with the Escrow Agent, such deposit to constitute and to be held in an escrow fund (the "Escrow Fund") for and to be governed by the provisions set forth herein.

E. The parties hereto desire to set forth additional terms and wnditions relating to the operation of the Escrow Fund.

NOW. THEREFORE, in consideration of the premises and the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the pnrties hereto hereby agree as follows:

1. Escrow Fund.

(a) Pursuant to Section 1.5 and Section IX ofthc Purchase Agreement, Purchaser shall cause the Escrow Cash to be deposited with the Escrow Agent as of the date hereof, which is the Closing Date (as defined in the Purchase Agreement). With its deposit of the Escrow Cash, Purchaser shall deliver to the Escrow Agent a certificate specifying the Employment Date in respect of each Retained Employee. The Escrow Agent may assume without inquiry that all amounts deposited by Purchaser as Escrow Cash pursuant to this Section I(a) have been correctly computed in accordance with the requirements of the Purchase Agreement, that no additional Escrow Cash is required to be so delivered and that the Escrow Agent is not required under the Purchase Agreement to hold in the Escrow Fund any additional amounts. The Escrow Agent agrees to accept del ivery of the Escrow Cash and to hold such Escrow Cash in escrow subject to the tenns and conditions of this Agreement and the Purchase Agreement.

L113NYi51-t2SO/1]

(b) The Escrow Cash shall be held and distributed by the Escrow Agent in accordance with the provisions of this Agreement.

(c) No portion of the Escrow Cash or any beneficial interest therein may be pledged. encumbered, sold. assigned or transferred (including any transfer by operation of law), by the Company or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of the Company, prior to the distribution to the Company of such Escrow Cash by the Escrow Agent in accordance with this Agreement.

2. Escrow Period. The period during which claims for the Unused Recruiting Fees (as defined below) may be made against the Escrow Fund shall commence as of the date hereof and tenninate at II :59 p.m. EST 95 days following the latcst Employment Date of a Retained Employee (the "Escrow Period").

3. Rights and Obligations ufthe Parties.

(a) The Escrow Agent shall be entitled to such rights and shall perform such duties as escrow agent as set forth herein (the "Duties"), in accordance with the provisions of this Agreement. Such Duties shall include the following:

(i) safeguarding and treating the Escrow Fund as a trust fund in accordance with the provisions of this Agreement and not as the property of Purchaser. and holding the Escrow Fund in a separate account, apart from any other funds or accounts of the Escrow Agent or any other Person; and

(ii) holding and disposing of the Escrow Fund only in accordance with the provisions of this Agreement. The Duties of the Escrow Agent with respect to the Escrow Fund may be altered, amended, modified or revoked only by a writing signed by Purchaser, the Escrow Agent and the Company.

(b) Purchaser and the Company shall be entitled to their respective rights and shall perform their respective duties and obligations as set forth herein and in the Purchase Agreement, in accordance with the provisions of this Agreement and the Purchase Agreement.

4. Claims Against the Escrow Fund.

(a) On or before the last day of the Escrow Period. Purchaser may deliver to the Escrow Agent a certificate signed by any officer of Purchaser (an "Officer's Certiticate") listing the employees of the Company Purchaser has not hired. any Retained Employees who have not completed three (3) months of employment at Purchaser and the amount of the recruiting fees that should be refunded to Purchaser in respect of such employees (the "Unused Recruiting Fees'"). as well as Purchaser's deposit account instructions.

(b) At the time of delivery of any Officer's Certificate to the Escrow Agent pursuant to Section 4(a), a duplicate copy of such Officer's Certificate shall be delivered to the Company by or on behalf of Purchaser and. for a period of 3D days after such delivery to the Escrow Agent and the Company of such Officer's Certificate, the Escrow Agent shall make no payment pursuant to this Section 4 unless the Escrow Agent shall have received written authorization from the Company to make such payment. Within 2 business days after (i) the expiration of such 3D-day period or (ii) receipt of written authorization from the Company to make such payment, the Escrow Agent shall make payment of cash from the Escrow Fund to Purchaser to the account designated in the Officer's Certificate in accordance with this

U13NY/51-l:2lW» 2

Section 4; provided, however, that no such paymcnt may be made if and to the extent the Company has objccted in a written statement to any claim or claims made in the Officer's Certificate, and such written statement shall have been delivered to the Escrow Agent and to Purchaser prior to the expiration of such 30-day period.

(c) If the Company objects in writing to any claim or claims by Purchaser made in any Officer's Certificate within such JO-day period, Purchaser and the Company shall attempt in good faith for 45 days after Purchaser's receipt of such written objection to resolve such objection. If Purchaser and the Company shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall, as applicable, distribute cash from the Escrow Fund in accordance with the terms of such memorandum.

(d) If no such agreement can be reached during the 45-day period for good faith negotiation, but in any event upon the expiration of such 45·day period, either Purchaser or the Company may bring suit in the courts of the State of Dclaware and the Federal courts of the United States of America located within the State of Delaware to resolve the matter. The decision of the trial court as to the validity and amollnt of any claim in such Officer's Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement and the Escrow Agent shall be entitled to act in accordance with such decision and the Escrow Agent shall distribute cash from the Escrow Fund in accordance therewith. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.

5. Distribution of Escrow Fund Upon Expiration of Escrow Period. Within 2 business days of the expiration of the Escrow Period, any amounts in the Escrow Fund not subject to a Purchaser claim as Unused Recruiting Fees shall be paid to the Company to the account designated on Schedule I. The Escrow Agent need not monitor or inquire into the Company's tax treatment of funds distributed to them.

6. Investment of Escrow Cash. The Escrow Agent shall not invest the Escrow Cash in any investment. The Escrow Agent shall hold the Escrow Cash in a non-interest bearing account for the benefit of Purchaser and the Company.

7. Exculpatory Provisions.

(a) The Escrow Agent shall be obligated only for the performance of such Duties as are specitically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be liable for forgeries or false impersonations. The Escrow Agent shall not be liable for any act done or omitted hereunder as escrow agent except for gross negligence, willful misconduct or breach of this Agreement by the Escrow Agent. The Escrow Agent shall in no case or event be liable tor any representations or warranties of the Company or Purchaser or for punitive, incidental or consequential damages. Any act done or omitted pursuant to the advice or opinion of counsel shall be conclusive evidence of the good faith of the Escrow Agent.

(b) In the event of a dispute between the parties hereto, the Escrow Agent is hereby expressly authorized to disregard any and all notifications given by any of the parties hereto or by any other person, and orders or process of courts of law to which Escrow Agent shall be entitled to conclusively rely and shall distribute the Escrow Fund in accordance with the terms thereof, and is hereby cxprcssly authorized to comply with and obey orders. judgments or decrees of any court. In case the Escrow Agent obeys or complics with any such order, judgment or decree of any court, the escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment, or decree being subsc<.lllcntly reversed, modified, annulled, set aside, vacated or found to

I.lllNY/SI-l2866) 3

have been entered without jurisdiction.

(c) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Escrow Agent hereunder, the Escrow Agent may, in its sole discretion, refrain from taking any action other than retaining possession or the Escrow Fund, unless the Escrow Agent receives written instructions, signed by Purchaser and the Company, which eliminates such ambiguity or uncertainty.

(d) The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver the Purchase Agreement, this Agreement or any documents or papers deposited or called for thereunder or hereunder.

(e) The Escrow Agent shall not be liable for the outlawing of any rights under any statute of limitations with respect to the Purchase Agreement, this Agreement or any documents deposited with the Escrow Agent.

8. Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as escrow agent of the Escrow Fund at any time, with or without cause, by giving at least 30 days' prior wrinen notice to each of Purchaser and the Company, such resignation to be effective 30 days following the date such notice is given. In addition, Purchaser and the Company may jointly remove the Escrow Agent as escrow agent at any time, with or without cause, by an instrument executed by Purchaser and the Company (which may be executed in counterparts) given to the Escrow Agent, which instrument shall designate the effective date or such removal. In the event of any such resignation or removal, a successor escrow agent, which shall be a bank or trust company organized under the laws of the United States of America or of the State of Delaware having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall be appointed by Purchaser on the terms of this Agreement with the written approval of the Company, which approval shall not be unreasonably withheld or delayed. In the event that a successor escrow agent has not been appointed within 30 days after notice of the Escrow Agent's resignation or removal, the Escrow Agent shall be entitled to petition a court of competent jurisdiction to have a successor escrow agent appointed. Any such successor escrow agent shall deliver to Purchaser and the Company a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor escrow agent.

9. Further Instruments. If the Escrow Agent reasonably requires other or further instruments in connection with its performance of the Duties, the necessary parties hereto shall join in fumishing such instruments.

10. Disputes. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the cash and/or other property held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed to act in accordance with, and in reliance upon, the provisions of this Agreement and the Purchase Agreement.

11. Escrow Fees and Expenses. Purchaser shall pay the Escrow Agent such fees and reimburse the Escrow Agent for such expenses as are established and contemplated by the Fee Schedule attached hereto as Annex B.

12. Indemnification. In consideration of the Escrow Agent's acceptance of this appointment, Purchaser, on the one hand to the extent of one-halt: and the Company, on the other hand to the extent of

I.IBNYISI-!:!!l66.\ 4

one·halt: hereby agree to indemnify and hold the Escrow Agent harmless as to any liability incurred by it to any person. firm or corporation by reason of its having accepted such appointment or in carrying out the provisions of lhis Agreement and the Purchase Agreement. and to reimburse the Escrow Agent for all its costs and expenses (including, without limitation. counsel fees and expenses) reasonably incurred by reason of any malter as to which such indemnity is paid pursuant to this Section 12; provided, however, that no indemnity need be paid in case of the Escrow Agent's gross negligence, willful misconduct or breach of this Agreement.

13. General.

(a) Any notice given hereunder shall be in writing and shall be deemed effective upon the earlier of personal delivery, the third day after mailing by certified or registered mail, postage prepaid, or upon delivery via facsimile (wilh confinnation of receipt) as follows:

(i) if to Purchaser, to:

GOOD Worldwide LLC 915 N Citrus Ave Los Angeles, CA 90038 Facsimile No.: 310·692·2142 ATIN: Ben Goldhirsh

(ii) if to the Company, to:

Jumo International, Inc. I 13 Spring Street, 3rd FI. New York, NY 10012 ATTN: Chris Hughes

with a copy (which shall not constitute notice) to:

Goodwin Procter Exchange Place 53 State Street Boston, MA 02109 AnN: David Cappillo

(iii) if to the Escrow Agent. to:

U.S. Bank National Association Corporate Trust Services 633 W. fifth Street, 24th Floor Los Angeles. CA 90071 ATfN: Paula Oswald (GOOD Worldwide/Jumo IntI Escrow) FacsimiJeNo.: (213)615-6197 Telephone No.: (213) 615·6043

or to stich other address as any party may have furnished in writing to the other parties in the manner provided above. Any notice addressed to the Escrow Agent shall be effective only upon receipt. If any Officer's Certificate, any objection thereto or any other document of any kind is required to be delivered

L1UNY/514~!l6o) 5

to the Escrow Agent and any other person, the Escrow Ag~nt may assume without inquiry that such OlTIcer's Certificate, objection or other document was received by such other person on the date on which it was received by the Escrow Agent.

(b) The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

(c) This Agreement may be executed ill allY number of counterparts, including by facsimile or other electronic transmission, each of which when so executed shall constitute an original copy hereof, but all of which together shall constitute one instrument.

(d) No party may, without the prior express written consent of each other party, assign this Agreement in whole or in part. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. This Agreement may only be amended in a writing signed by Purchaser, the Escrow Agent and the Company (subject to the limitations set forth in the Purchase Agreement).

(e) This Agreement shall be governed by and construed under the laws of the State of Delaware, without giving effect to any contrary conflict of laws provisions.

14. Tax Reporting Matters. Purchaser and the Company each agree to provide the Escrow Agent with certified tax identification numbers for each of them by furnishing appropriate Forms W-9 and other forms and documents that the Escrow Agent may reasonably request (collectively, "Tax Reporting Documentation") to the Escrow Agent within 30 days after the date on which the first deposit of the Escrow Cash is made with the Escrow Agent. The parties hereto understand that, if such Tax Reporting Documentation is not so certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as it may be amended from time to time, to withhold a portion of any payments made pursuant to this Agreement.

15. USA Patriot Act Compliance. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record infonnation that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust or other legal entity the Escrow Agent will ask for documentation to verify its formation and existence as a legal entity. The Escrow Agent may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. Purchaser and Company each agree to provide all such information and documentation as to themselves as requested by Escrow Agent to ensure compliance with federal law.

[SIGNATURE PAGE FOLLOWS]

L113NY/5142866 ) 6

IN WITNESS WHEREOF, each of the parties hereto has executed this Escrow Agreement as of the date tirst abovl: wrillen.

U.S. BANK NATIONAL ASSOCIATION as Escrow Agent

By: __. . ... . .__. ..... _ Name: Paula Oswald Title: Vice President, Corporate Trust Services

GOOD Worldwide, LLC as Purchaser

By: _ Name: Ben Goldhirsh Title: CEO

Jumo International, Inc. the Company

By: _

Name: Chris Hughes Title: Executive Director

I

ANNEX A PURCHASE AGREEMENT

See attached.

ANNEX B FEE SCHEDULE

See attached.

~bank. Corporate Trust Servlce8 - Escrow

Schedule of Fees for Serylces as Escrow Agent

For

Good~. APA Escrow

~or~wlde tLC" Initial Feu

01010 Acceptance Foe (excluding charge for legal counsel and/or legal opinion)

The acceptance fe8 includes the administrative review of all documents, initial set-up of the account, and other reasonably required services up to and including the closing. This Is a one-time fee, payable at closing.

U.S. a.nk Corporate Trust Services reserve the right to refer any and all escrow documents for legal review before execution. Legal fees (billed on an hourly basis) and expenses for this service will be billed to, and paid by, the customer. If appropriate and upon request by the customer, U.S. Bank Corporate Trust Service wiD provide advance estimates of lhese legal fees.

04460 Escrow Agent

Annual Administration fee for perfonnance of the routine duties of the escrow agent associated with the management of the account. Administration Fees are payable in advance

SUCEOOO Incidental Expensee Charge for miscellaneous expenses such as fax: messenger service, ovemight mail, telephone, stationary and postage. This charge is a percent of total AdminIstration Fees charged in advance

Direct Out ofPocket Expenses Reimbursement of expenses associated with the performance of our duties, including but not limited to publications, legal counsel after the Initial close, travel expenses and filing fees.

Extraordinary Services Extraordinary services are duties or responsibilities of an unusual nature. but not provided for in the governing documents or otherwise set forth in this schedule. A reasonable charge wig be assessed based on the nature of the service and the responsibility involved. At our option, th..e charges will be billed at a flat fee or at our hour1y rate then in effect.

WANEO

$2,000.00

6%

ArGoST

Account approval Is sUbject to review and quaUncation. Fees are subject to cha~e at our dlSCl1!tlon and upon writtBn notice. Fees palel in advance will not be prorated. The feM set tanh above and any subsequent modifications thereof Are part of your agreement. Finalization of the transaction constitutes agreement to the above fee schedule. Induding agreement to any SUbsequent change. upon proper wrlnen notice. In the el/ent your transaction is not finalized. any related outo()f-pocket expensea wi. be billed to you directty. Abient your written instruc:tioos 10 sweep or otherwise Invesl. allsiJms In your account will rIImaln uninvested and no accrued int.~'t or other comPttnsatlon will be credhed to the account. Payment 01 fee, consUtutes acceptance of the terms and conditions set forth.

"IMPORTANT INFORMATION ABOUT PROCEPURES FOR OPENINGA NEW ACCOUNT" To help \he government lIghtlhe Il.Jndlng of terrorISm and money laundering actlvltles, Federal Jaw requires all financial instltutJons 10 obtain. verify and record Information thatldentifie$ each person who opens an account. For a non-IndiVidual person sUCl1 as a bUslnBSS entity, a chartty, a Trust or other legal entily we w~1 ask for documentation to verify its formation and existence as a legal entity, we may also ask \0 see financial statements, llcenses.ldentiflcaliol' and authorization documents fmm Individuals claiming authority to ropre!>ent the enllty or other relevant documentation,"

Dated: August 2, 2011 Concurrence by Company

SCHEDULE I COMPANY WIRE INSTRUCTIONS

Bank: ABA No.: Account No.: Account Name: Reference:

[_l Ll LJ LJ U

EXHIBIT B LICENSING AGREEMENT

See attached.

12 IIBNYI51~~156()

TRADEMARK LICENSE AGREEMENT

This License Agreement (this "Agreement") is made as of the __ day of ________ (the "Effective Date"), by and between GOOD Worldwide LLC. a Delaware limited liability company with a principal place of business at 915 N Citrus Ave, Los Angeles, CA 90038 ("GOOD") and Jumo International, Inc., a New York not for profit corporation with a principal place of business at 113 Spring Street, r d Floor, New York, NY 10012 ("'Jumo").

Whereas, GOOD wishes to license from Jumo and Jumo desires to license to GOOD use of certain trademarks and services marks;

Now therefore, in consideration of the foregoing premises and the mutual covenants and agreements set forth below, the parties agree as follows:

I. Grant of License. As of the Effective Date, and subject to the terms and conditions of this Agreement, Jumo grants to GOOD a non-exclusive, non-transferable, royalty free, worldwide license (the "License") to use the trademarks and service marks set forth on attached Exhibit A (the "Licensed Marks") solely in connection with the Asset Purchase Agreement (the "Licensed Activities") and in compliance with the terms and conditions of this Agreement. and for no other purpose or use. This Agreement and all licenses granted herein shall automatically terminate on its one-year anniversary of the Effective Date, unless sooner terminated.

2. Acknowledgment of Ownership. GOOD acknowledges the exclusive ownership of the Licensed Marks by Jumo. GOOD agrees that nothing in this Agreement shall give GOOD any right, title or interest in the Licensed Marks other than the right to use the Licensed Marks in accordance with this Agreement and GOOD agrees that it will not attack the title of Jumo to the Licensed Marks or the validity, enforceability, or scope of the Licensed Marks. GOOD agrees not to use or register or attempt to register the Licensed Marks, any similar mark, or domain name on its own behalfor on behalf of any third party in any jurisdiction or country.

3. Quality Maintenance. GOOD agrees to cooperate with Jumo in facilitating Jumo's control of the nature and quality of the Licensed Activities by supplying Jumo with specimens ofOOOD's products, data, communications and documents regarding GOOD's services, and lise of the Licensed Marks from time to time upon request by Jumo. GOOD shall comply with all applicahle laws and regulations. and obtain all appropriate government approvals pertaining to the Licensed Activities.

4. Policing Against Third Party Infringements. GOOD shall give Jumo prompt written notice of any adverse lise of a trademark or other designation similar to the Licensed Marks of which GOOD is or becomes aware. GOOD shall have the right, but not the obligation, to bring infringement or unfair competition actions involving the Licensed Marks.

5. No Assignment. Neither this Agreement nor any rights thereunder may be assigned or otherwise transferred by GOOD without the written consent of Jumo. and any attempted assignment or transfer without such consents shall be null and void.

6. Remedies; Attorney's Fees. Nothing in this Agreement shall be construed so as to impair any legal or equitable right of any party hereto to enforce any of the terms of this Agreement by any means, including, without limitation, an action for damages or a suit to obtain specific performance of any or all of the terms of this Agreement. In the event of such an action, the prevailing party shall be entitled to all costs of the action, including reasonable attorney's fees, in addition to any other relief to which such party may be entitled.

7. Governing Law; Forum. This Agreement will be governed by and construed in accordance with the laws of State of Delaware, U.S.A.

8. Entire Agreement. This Agreement (including its Attachment) constitutes the entire agreement between the parties concerning the subject matter hereof. Any waiver, variation or amendment of any term or condition of this Agreement shall be effective only if contained in a writing signed by authorized representatives of both parties hereto.

IN WITNESS WHEREOF, the parties hereto have duty executed this Agreement as of the Effective Date.

JUnlO International, Inc. GOOD Worldwide, LLC

Name: _ Name: -------------­Title: _ Title: -------------­Date: _ Date: -------------­

2

EXHIBIT A

TilE LICENSED MARKS

3

EXHIBIT C BILL OF SALE

See attached.

13 L111NY/51421566

BILL OF SALE

This Bill of Sale (the "Bill of Sale") is entered into as of _' 2011 by Jumo International, Inc., a corporation duly incorporated pursuant to the laws of New York ("Seller"), GOOD Worldwide, LLC, a Delaware limited liability company ('·Purchaser"). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Asset Purchase Agreement, dated as of _' 20 I I (the '"Asset Purchase Agreement"), among Purchaser, Seller and certain stockholders of the Seller.

WHEREAS, Seller and Purchaser have concurrently herewith consummated the purchase by Purchaser of the Assets pursuant to the terms and conditions set forth in the Asset Purchase Agreement;

WHEREAS, Seller and Purchase now desire to carry out the intent and purpose of the Asset Purchase Agreement by the Seller's execution and delivery to the Purchaser of this instrument evidencing the sale. assignment, transfer, conveyance and delivery to the Purchaser of the Assets;

NOW. THEREFORE, for and in consideration of the sale of the Assets and other good and valuable consideration, the receipt, adequacy and legal sufficiency of wh ich is hereby acknowledged, and in accordance with the terms and conditions set forth in the Asset Purchase Agreement. Seller and Purchaser agree as follows:

I. Seller does hereby, effective as of the date hereof, irrevocably sell, assign, transfer, convey and deliver good and marketable title to, and all of Seller's right, title and interest in and to the Assets, free and clear of any and all Encumbrances to Purchaser.

2. In furtherance of the foregoing and upon the terms and subject to the conditions of the Asset Purchase Agreement, from time to time upon the written request of Purchaser, the Seller agrees that it shall, at its own expense, execute and deliver such documents and other papers and take such further actions as may be reasonably required to effect fully and perfect the transfer to Purchaser of any and all of the Assets.

3. This Bill of Sale is subject in all respects to the terms and conditions set forth in the Asset Purchase Agreement. In the event ofa conflict or an inconsistency between this Bill of Sale and the Asset Purchase Agreement, the terms of the Asset Purchase Agreement shall prevail.

4. This Bill of Sale shall bind and inure to the benefit of the respective parties and their successors and assigns and may not be altered, amended or modified except by written instrument executed by each of the parties hereto.

5. This Bill of Sale shall be governed by and construed under the internal laws of the State of OelawClre.

[Signa/lire Page Fulluwsj

:!7638/00202/SF/S32940o.1

-------------

IN WITNESS WHEREOF, this Bill of Sale is being executed as of the date first written above.

SELLER

Jumo International, Inc.

By: Name: Chris Hughes Title: Executive Director

PURCHASER

GOOD Worldwidc, LLC

By: _

Name: Ben Goldhirsh Title: CEO

Bill ufSllle Signature Page :!7t>3RIO():!()~/SI'!532Y.l()1i )

SELLER'S SCHEDULE OF EXCEPTIONS

TO TIlE ASSET PURel [ASE AGREEMENT

This Seller's Schedule of Exceptions is made and given pursuant to the Asset Purchase Agreement, dated as of August )6, 20 II (the "Agreement"), by and between GOOD Worldwide, LLC, a Delaware limited liability company ("Purchaser"), and Jumo International, Inc" a New York nOl lor profit corporation ("Seller"). Capitalized terms used herein but not detined herein shall have the meanings given to them in the Agreement, unless the context requires otherwise. The section numbers referenced herein refer to the corresponding sections of the Agreement and are provided for convenience only.

LJ13NY/5143075 I

Schedule 3.1

Organization

None.

L111NYI5143U75 I 2

Schedule 3.2

Authorization

None.

L111NY/SI4]075 I 3

Schedule 3.3

Consents

Approval of (i) the transactions contemplated by this Agreement and (ii) the sale of the Assets to Purchaser from the office of the Attorney General of the State of New York and/or any applicable court is required in accordance with §§51 0-5 I I of the New York Not-For-Protit Corporation Law.

L1UNYISI·U075I 4

Schedule 3.4

Litigation

None.

LJIlNY/51~3075 I 5

EXHIBIT D TO VERIFIED PETITION

FAIR MARKET VALUE ANALYSIS

[DRAFT]

FAIR MARKET VALUE

OF

ASSETS BEING SOLD

IN

JUMO INTERNATIONAL, INC.

REpORT DATE: JULY 28, 2011

MORRISON, BROWN, ARUIZ & FARRA, LLC 1001 BRICKELL BAY DRIVE, 9rn FLOOR

MIAMI, FLORIDA 33 J3 J

PHONE: (305) 373-5500 FAX: (305) 373-0056

~.

July 28,2011

Mr. Chris Hughes Jumo International, Inc. 113 Spring Street, 3rd Floor New York, NY 10012

Re: Fair Market Value Analysis of assets being sold by Jumo International, Inc.

Dear Mr. Hughes:

We were engaged to provide an estimate of fair market value of the assets being sold by Jumo International, Inc. ("lumo"), a not-for-profit entity incorporated under the laws of the state of New York. The purpose of the engagement is to assist lumo's management in their evaluation that the consideration being received from sale of the assets is fair and reasonable.

Selected assets are being sold to Good Worldwide, LLC. ("GOOD"). GOOD is a media platform that promotes, connects, and reports on the individuals, businesses, and non­profits "moving the world forward." GOOD produces a website (http://www.good.is). a quarterly magazine, and online video content covering a variety of topics, including the environment, education, urban planning, design, food, politics, culture and health.

Our valuation analysis is as of the date of this letter.

Standard of value Our standard of value is fair market value. The tcrm "fair market value" is defined as follows: The price, expressed in terms of cash equivalents, at which property would change hands between a hypothetical willing and able buyer and a hypothetical and able seller, acting at arm's Icngth in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the relevant facts'. The premise of value is going concern.

International Glossary of Business Valuation Terms jointly published by the American Institute of CPA's, the American Society of Appraisers, the Canadian Institute of Chartered Business Valuators, the Institute of Business Appraisers, and the National Association of Certified Valuation Analysts.

I

Summary of Fair Market Values of Assets Based on our analysis, the fair market value of the assets being sold is as follows:

Email list and Data $ 23, 119 Personal computers $ 7,667 Workforce $ 36,979

Our engagement was carried out in accordance with the American Institute of Certified Public Accountants ("AICPA") Statement on Standards for Valuation Services No. I: "Valuation ofa Business, Business Ownership Interest, Security, or Intangible Asset. tl

Our findings are presented in this summary report.

In conducting our appraisal, we obtained documents from the Company, made inquiries and obtained answers from the Company, interviewed the key managers, conducted industry and economic research and obtained market data.

Company Jumo International, Inc. was formed in January 2010 as a not-for-profit Type B corporation under the New York Not-for-Profit Corporation Law. It is based in New York, NY. Jumo is a registered 501(c) (3) organization as defined by the Internal Revenue Service.

Jumo's principal activity has been as a social network connecting individuals and organizations who want to change the world. Leveraging connection technologies, Jumo enables people to find, follow and support those working toward solutions on the ground in their community and in regions across the globe. All content and activity on the Jumo site is for charitable purposes.

Valuation Analysis

Juno is a recently formed entity whose revenues have been derived primarily from contributions and grants. It purchased its domain name and commenced hiring employees in 20 IO. It launched its website "Jumo.com" on November 30, 20 IO. Jumo is not selling its domain name and many other assets.

Its financial data for the period since inception to December 31, 20 I0 and for the six. months ended June 30,2011, are attached as Exhibits A and B.

We considered all approaches to value. We note below the basis and calculation for each asset being sold:

2

Email List and Data

Jumo 's emaillistcomprisesofl49.11 0 names, obtained primarily through its website which went online on November 30,2010. Over 75% of these names were obtained in the first three months of the website launch. In addition, Jumo has obtained data on 13,949 organizations. Users connect with these organizations.

Communications to Email List Jumo is not selling this email list of 149,] ]0 names, but instead, will comm~nicate to thel1!_ th~t JUI1)_qJ_s ~e~s!nK.()p~r.~tJ.<:?~~.~~_<! t!!at the)' ca!' access similar connections on GOOD'S website. .,---_. __ .. -

Jumo has never derived any revenues from this list. It is uncertain if this community can generate revenues for Jumo or any other market participant. However, Jumo's communication will benefit GOOD. GOOD does not receive the actual Email List; rather it receives the benefit of the communication by Jumo. We have based the fair market value of this communication on the cost of renting a similar mailing list in the open market. Based on "Mailing Lists Brokers - Buyer's Guide," the price of renting a mailing list, subject to certain minimums, is 10 cents per consumer name. Using this price, the cost for 149,110 consumer names is $14,911.

Organizational Data Jumo has data on 13,949 organizations. As discussed previously, these organizations are engaged in various charitable and other causes. The users connect with these organizations. This data, which includes items such as organization's Mission, Issues (HIV/AIDS, homelessness etc.) they work on, will be conveyed to GOOD. These organizations may choose to continue to participate on GOOD's website or they may not. Jumo has not derived any revenues from these organizations. It is uncertain if these organizations can generate revenues for Jumo or any other market participant. We have based the fair market value of this data on the cost of renting a business mailing list in the open market. Based on "Mailing Lists Brokers - Buyer's Guide," the price of renting a business mailing list, subject to certain minimums, is 16 to 30 cents per business name. Using the average price, the cost for 13,949 names is $3,208.

Jwno '.'I Trade Mark As noted previously, Good is not acquiring Jumo's domain name. It will acquire Jumo's trade mark to facilita~e tb~ abo,!.e desgibe<;L~gJIlmul)j£.~!ionsJ?y}umo to its users. The use of the trademar-k is nO! expected to exceed a one year period. Jumo'-straae 'mark has not ge-ne;~te(fany-~e'ven'~es for Jumo and has limited value to GOOD or any other market participant. Jumo estimates the cost to register (including maintenance costs) this trade mark was $15,000. Given that GOOD will benefit from this trade mark for a very short period of time, we have calculated the value of this benefit to GOOD at $5,000, at one­

3

third the cost to register this trade mark. Additional amounts would be due should the use of the trade mark exceed the one-year period.

Accordingly, the total fair market value of the Email List and Datais$23,119.

Personal Computers

Jumo is expects to sell five Apple MacBook Pro laptop computers to GOOD. The computers were purchased at an average cost of $2,0 1S.

monthly Purchase serial number description purchase price depreciation date

1 W80335QYAGZ MacBook Pro 15" $2,296.21 $63.78 Aug-10 2 WB013829AGU MacBook Pro 15" $2,217.00 $61.58 Jun-10 3 WB016LB9ATN MacBook Pro 13" $1,B41.69 $51.16 Jun-10 4 WB014FTJAGU MacBook Pro 15" $2,296.21 $63.78 Mar-10 5 C02FS353DH2H MacBook Pro 13" $1,424.05 $39.56 May-11

Based on The Orion Blue Book values, the average retail price for the used MacBook Pro IS" is $1,643 and for the used MacBook Pro 13," it is $1,369. To be conservative, we have applied "used retail" values rather than "trade-in" values which are substantially lower. Based on the used retail prices, fair market value of the five personal computers is $7,667.

Workforce

As part of the sale of various assets, seven lumo employees may be joining GOOD. Jumo did not incur out-of-pocket costs to recruit the seven employees. It incurred recruitment fees for other positions that were either not filled or related to positions that are not moving to GOOD. Given the current economic environment and other factors, it is likely that most market participants \vill he ahle to recruit these positions without in<:urring significant recruitment fees.

These employees do not have employment agreements that prevent them from seeking employment elsewhere.

The acquirer will not be acquiring any software or website owned by Jumo. It is unlikely that the acquirer wi II benefit from reduced training time relating to the software engineers.

4

Good will benefit by not incurring time interviewing candidates and incurring incidental costs. We have estimated the benefit at one-half ofone months' compensation for each of the seven employees:

Annual Compensation Benefit to GOOD

Chief Technology Officer Software Engineer I Software Engineer 2 Software Engineer 3 Outreach Director Managing Director Executive Director

$ 150,000 $ 135,000 $ 120,000 $ 107,500 $ 95,000 $ 100,000 One Dollar

$6,250 $5,625 $5,000 $4,479 $3,958 $4,J67 $7,500

Total fair market value of workforce $36,979

The Executive Director compensation is currently at one dollar. The benefit to GOOD is based on an annual compensation of $180,000. Ifadditional Jumo employees were to move to GOOD, it is expected that Jumo would be compensated at the above benefit rate.

This report is subject to the statement of assumptions and limiting conditions attached hereto. Our analysis related to the assets identified by management as being sold. We have no responsibility to update this report for events or transactions occurring after the date of th is report.

Morrison, Brown, Argiz & Farra, LLC expresses no opinion and accepts no responsibility for the accuracy and completeness of the financial information and other data provided to us by others. We assume that the financial and information provided to us is accurate and complete, and we have relied upon this information in performing this valuation.

This report is not to be distributed, nor may it be relied upon without our written consent for any purpose other than set forth above. No third parties except the management of Jumo are intended to benefit.

Jfyou have any questions, please contact Viresh Dayal at (305) 373-5500.

Very truly yours,

Morrison. Brown, Argiz & Farra, LLC

Viresh Dayal, CPA, ABV, eVA, CFE, CIRA

5

APPENDIX A: REPRESENTATION BY APPRAISERS

I certify that, to the best of my knowledge and belief:

The statements of fact contained in this report are true and correct.

The analyses, opinions, and conclusion included in the report are subject to the specified assumptions and limiting conditions, and they are our personal analyses, opinions, and conclusion.

The economic and industry data considered in the report have been obtained from various printed or electronic reference sources that we believe to be reliable. We have not performed any corroborating procedures to substantiate that data.

The engagement was performed in accordance with the American Institute of Certified Public Accountants Statement on Standards for Valuation Services.

We have no present or prospective interest in entity and have no personal interest or bias with respect to the parties involved.

The parties for which the information and use of the report is restricted are identified; the report is not intended to be and should not be used by anyone other than such parties.

Our compensation for completing this assignment is fee-based and is not contingent upon the development or reporting of a predetennined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this report.

We have no obligation to update the report for information that comes to our attention after the date of the report.

Viresh Dayal was assisted by other professionals at Morrison, Brown, Argiz & Farra, LLC in the preparation of this report.

MORRISON, BROWN, ARGIZ & FARRA, LLC

VIRESJI DA \'Al, CPA, ABV, CVA, CFF, CFE, CJRA

6

APPENDIX B: ASSUMPTIONS AND LIMITING CONDITIONS

This report is subject to the following assumptions and limiting conditions:

I. The conclusion arrived at herein is valid only for the stated purpose as of the date of the report.

2. Financial statements and other related information provided by the Subject Entity or its representatives, in the course of this engagement, have been accepted without any verification as fully and correctly reflecting the enterprise's business conditions and operating results for the respective periods, except as specifically noted herein. We have not audited the financial infonnation provided to us and, accordingly, we express no audit opinion or any other form ofassurance on this information.

3. Public information and industry and statistical information have been obtained from sources we believe to be reliable. However, we make no representation as to the accuracy or completeness of such information and have performed no procedures to corroborate the information.

4. This report and the conclusion arrived at herein are for the exclusive use of our client for the sole and specific purposes as noted herein. They may not be used for any other purpose or by any other party for any purpose. Furthermore, the report is not intended by the author, and should not be construed by the reader, to be investment advice in any manner whatsoever. The conclusion of value represents the considered opinion of the appraisers, based on infonnation furnished to them by the Subject Entity and other sources.

5. Neither aJl nor any part of the contents of this report should be disseminated to the public through advertising media, public relations, news media, sales media, mail, direct transmittal or any other means of communication without our prior written consent and approval.

6. Future services regarding the subject matter of this report, including, but not limited to testimony or attendance in court, shall not be required of the appraisers unless previous arrangements have been made in writing.

7. We are not an environmental consultant or auditor, and we take no responsibility for any actual or potential environmental liabilities. Any person entitled to rely on this report, wishing to know whether such liabilities exist, or the scope and their effect on the value of the property, is encouraged to obtain a professional environmental assessment. We do not conduct or provide environmental assessments and have not performed one for the Subject Entity.

8. No change of any item in this report shall be made by anyone other than the author, and we shall have no responsibility for any such unauthorized change.

7

9. Unless otherwise stated, no effort has been made to determine the possible effect, if any, on the subject business due to future Federal, state, or local legislation, including any environmental or ecological matters or interpretations thereof.

10. If prospective financial information approved by management has been used in our work, we have not examined or compiled the prospective financial information and therefore, do not express an audit opinion or any other form of assurance on the prospective financial information or the related assumptions. Events and circumstances frequently do not occur as expected and there will usually be differences between prospective financial information and actual results and those differences may be material.

II. We have conducted interviews with the current management of the Subject Entity concerning the past, present and prospective operating results of the Subject Entity. We have relied on the representations of the owners and management.

12. This report was prepared under the direction of Viresh Dayal, CPA, ABV, CV A, CFF, CFE, ClRA. Neither the professionals who worked on this engagement, nor the partners of Morrison, Brown, Argiz & Farra, LLC have any present or contemplated future interest in the Subject Entity, any personal interest with respect to the parties involved, or any other interest that might prevent us from performing an unbiased opinion. Our compensation is not contingent on any action or event resu Iting from the analyses, opinions, or conclusions in, or the use of, this report.

8

APPENDIX C: QUALIfiCATIONS Of APPRAISERS

VIRES" DAYAL, CPA, ABV, CVA, CFF, CFE, CIRA vdayal@m ba fcpa.com

SUMMARY OF EXPERIENCE:

Mr. Dayal's area of practice includes forensic investigations, business valuations, business reorganization services, divorce litigation and dispute resolution services. He assists counsel in developing litigation strategy encompassing investigative, accounting, tax and valuation issues.

The American Institute of Certified Public Accountants accredited Mr. Dayal in business valuations. He provides business valuation services for a variety of purposes including marital dissolution, business damages, financial reporting, corporate dissolutions, shareholder disputes and tax. Mr. Dayal is also a Certified Valuation Analyst (CVA).

Mr. Dayal has led fraud investigation and business acquisition teams. He has assisted SEC, Florida Department of Insurance and other receivers in investigations, marshalling assets and managing businesses. Mr. Dayal is a Certified Fraud Examiner (CFE) and Certified in Financial Forensics by the AICPA.

He has significant experience representing bankruptcy trustees, examiners, debtors, lenders and creditors committees in formulating, analyzing and negotiating reorganization plans. He has assisted counsel on fraudulent and preferential transfers, feasibility and solvency issues. Mr. Dayal is a Certified Insolvency and Restructuring Advisor (ClRA).

Mr. Dayal has served as chief financial officer of a multinational technology company, overseeing all financial functions including strategic planning legal and tax functions.

He was previously with a big-four accounting firm in Miami and England providing audit and accounting services. Mr. Dayal has practiced in such diverse industries as retail, manufacturing, transportation, real estate, construction, wholesale trade, health care, leisure and technology industries.

9

CERTIFICATIONS:

• Certified Public Accountant

• Designated as Accredited in Business Valuation by the AICPA

• Certified Insolvency and Restructuring Advisor

• Certified Fraud Examiner

• Certified in Financial Forensic

• Certified Valuation Analyst

PROFESSIONAL MEMBERSHIPS:

• American Institute of Certified Public Accountants

• Association of Insolvency and Restructuring Advisors

• Association ofCertitied Fraud Examiners

• Association of Certified Valuations Analysts

• American Bankruptcy Institute

10

Exhibit A

II

Form 990 Return of Organization Exempt From Income Tax Under section 501(c), 527, or 4947(8)(1) of the Internal Revenue Code (except black lung

benefit trust or private foundatIon)

OMS No. 1545-0047

2010 Depa"menl ollne TreuUty In,e,nal Aevenue S""lte .. The organization may have to use a copy of this retum to satisfy state reporting requirements.

open to Public Inspection

A For the 2010 calendar year, or tax year beginning JAN 25, 2010 and ending DEC 31, 2010

B Check if

I:Room/suite3RD FL

D

E Telephone number

G GrOM rece1pta S

NY for affiliates?

Employer Identification numberC Name of organizationapplicable:

DAddre" JUMO INTERNATIONAL, INC. DName

change

27-1746715cnange DoinQ Business As Number and street (or P.O. box if mail is not delivered 10 slreel address)

Drermin­1Xl~~~~~

212-334-9100 DAmended

113 SPRING STREETaled 2,671,665.City or town, state or country, and ZIP + 4relurn

DAPplica- NEW YORK, NY 10012 H(a) /s this a group return lionpending

F Name and address of principal officer:KRI STEN TITUS DVes OONo 113 SPRING STREET, 3RD FLOOR, NEW YORK, H(b) Are all affiliates included? DVes 0 No

I Tax-exempt status: LXJ S01(c)(3) LJ SOl(c)( ) ..... (insert no.) U 4947(a)(1) or LJ 527 If °No," attach a list. (see instructions)

J Website:. WWW • JUMO • COM HCc) Group exemotion number. K Form of organization: LXJ Corporation l J Trust L J Association L --J Other. IL Year of lormation: 2 0 1 01 M State of legal domicile: NY I Part II Summary

1 Briefly describe the organization's mission or most significant activities: JUMO IS A SOCIAL NETWORK8 CONNECTING INDIVIDUALS AND NON-PROFIT ORGANIZATIONS.c III c 2 Check this box .. o If the organization discontinued its operations or disposed of more than 25% of its net assets. >0

CJ ~

-!lit

'S ~

~

G» :tc: G»>G» II:

J lit

~~

~§ "'C;

i~ "'CD c:('CI

~~

I 3 Number of voting members of the govemlng body (Part VI, line 1a) ............. .. , ~

4 Number of Independent voting members of the governing body (Part VI, Une 1b)

5 Total number of Individuals employed In calendar year 2010 (Part V, line 2a)

6 Total number of volunteers (estimate If necessary) ...................

7 a Total unrelated business revenue from Part VIII, column (C), line 12 ........................ b Net unrelated business taxable income from Form 990-T, line 34 .. ...... ........................................................

8 Contributions and grants (Part VllI,line 1h) ...... " ... ............................. ....... ... . .... . 9 Program service revenue (Part VIII, line 2g) . ....... ....................... ........ ... .. ." 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d) .. " ................ ......... ........ 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11 e)

12 Total revenue - add lines 8 through 11 (must equal Part VIII column (A), line 12)

13 Grants and similar amounts paid (Part IX, column (A), lines 1·3) ...... 14 Benefits paid to or for members (Part IX, column (A), line 4) ............................... .......

15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5·10)

16a Professional fundraising fees (Part IX, column (Al, line 11 e) .. . ... ..., ... b Total tundraising expenses (Part IX, column (D), line 25) ..

17 Other expenses (Part IX, column (A), lines 118-11d, 11 f-24f) ... .... , . . . ....... ............ . .... 18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) .... ... 19 Revenue less expenses. Subtract line 18 from line 12 .. .... . , . .. ... . . ....

20 Total assets (Part X, line 16) ...... 21 Total liabilities (Part X, line 26) .... ........... .... ........ .. . . .. ........ . ...... -.. . .....

22 Net assets or fund balances. Subtract line 21 from line 20 . I Part II I Signature Block

'"

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 Ihan olticer) is based on all information of which preparer has any knowledge

7

.................

3....... , ........ . ............. .......... 6

....... ......... ., ... .......................

4...... ..... ........... 17

......................................................... .. ,

5

06'"

O.7a. ... . . .... , . . . . .. .. ..... ......... O.7b

Prior Ve. Current Vear

2,639,686.

. ...... o. 2,076.

........... ... ....... 29,903.

.. ...... 2,671,665.

..... .......... ...... O. O.

487,375.... ... o.

7'6"; 65'4.

293,189.

......... , 780,564.

.... ....... ........... 1,891,101. Beginning of Current Year End of Year

1,961,179.

70,078.

. 1,891,101.

Signature 0/ officer uateSign ~ Here KRISTEN TITUS, MANAGING DIRECTOR

~ type or print name and htle

PrinVType preparer's name ~,reparer's signalure "'liN~ate .p~a UI Paid GUS SALIBA US SALIBA 5 / 1 0 / 11 ~•.emPIOYed

Preparer Firm's name ~ FRUCHTER ROSEN & CO. , P.C. Firm's EIN ~

Use Only Firm's address ~ 156 WEST 56TH STREET

NEW YORK, NY 10019 Phone no. 212-957-3600

May the IRS discuss this return with the preparer shown above? (see instructions) .. , L J Yea L J No 032001 02-22·11 LHA For Paperwork Reduction Act Notice, see the separate Instructions. Form 990 (2010)

27 - 1746 715 Pa e 2

2 Did the organization undertake any significant program services during the year which were not listed on

the prior Form 990 or 990-EZ? ' ,....... ..,............ DYe. 00 No If -Yes," describe these new services on Schedule O.

3 Did the organization cease conducting, or make significant changes in how it conducts, any program services?" 0 Yes 00 No If ·Yes,· describe these changes on Schedule O.

4 Describe the exempt purpose achievements for each of the organization's three largest program services by expenses.

Section 501 (c)(3) and 501 (c)(4) organizations and section 4947(a)(1) trusts are required to report the amount of grants and

allocations to others, the total ex enses, and revenue, if an ,for each ro ram service re orted.

4a (Code: ) (Expenses $ 7 , • inclUding grants of $ ) (Revenue $, '. ) JUMO IS A SOCIAL NETWORK CONNECTING INDIVIDUALS AND NON-PROFIT ORGANIZATIONS.

4b (Code: _ ) (Expenses $ including grants of $ ) (Revenue $ _

4c (Code: _ ) (Expenl.e8 $ inclUding grants of $ ) (Revenue $ _

4d Other program services. (Describe in Schedule 0.)

4e

(Expenses S inclUding grants of $ Total program service expenses .. 627 , 405 •

) (Revenue S

032002 Form 990 (2010)

12·21·10

2 17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

Form 990 (2010) JUMO INTERNATIONAL, INC. 27-1746715 Page 3 IPart IV IChecklist of Required Schedules

Yes No 1 Is the organization described in section 501 (c)(3) or 4947(a)(1) (other than a private foundation)?

If .. Yes, • complete Schedule A . x 2 Is the organization required to complete Schedule 8, Schedule of Contributors? x2 3 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for

public office? If •Yes: complete Schedule C, Part I . x3 4 Section 501(c)(3) organizatIons. Did the organization engage in lobbying activities, or have a section 501 (h) election in effect

during the tax year? If ·Yes, • complete Schedule C, Partl1......... . . x4 5 Is the organization a section 501(c)(4), 501 (c)(5), or 501 (c)(6) organization that receives membership dues, assessments, or

similar amounts as defined In Revenue Procedure 98·19? If •Yes, • complete Schedule C, Partltl .. '.' . 5 6 Did the organization manta!n any donor advised funds or any similar funds or accounts where donors have the right to

provide advice on the distribution or investment of amounts in such funds or accounts? If •Yes, • complete Schedule 0, Part I x6 7 Did the organization receive or hold a conservation easement, including easements to preserve open space.

the environment, historic land areas, or historic structures? If ·Yes, • complete Schedule 0, Part II .. x7 8 Old the organization maintain collections of works of art. historical treasures, or other similar assets? If •Yes, • complete

Schedule 0, Part III .. .. . x8 9 Did the organization report an amount In Part X, line 21; serve as a custodian for amounts not listed in Part X; or provide

credit counseling, debt management, credit repair, or debt negotiation services? If •Yes, "complete Schedule 0, Part IV x9 10 Did the organization, directly or through a related organization, hold assets in term, permanent, or quas~endowments?

If •Yes, • complete Schedule 0, Part V.... . . x10 11 If the organization's answer to any of the following questions is ·Yes,· then complete SchedUle 0, Parts VI, VII, VIII, IX, or X

as applicable.

a Did the organization report an amount for land, buildings, and equipment In Part X, line 101 If •Yes, • complete Schedule 0,

Part Vi.... . .. 118 X b Old the organization report an amount for investments· other securities In Part X, line 12 that is 5% or more of its total

assets reported in Part X,line16? If •Yes, • complete Schedule D, Part VII . 11b X c Did the organization report an amount for Investments· program related In Part X, line 13 that Is 5% or more of its total

assets reported in Part X, line 16? If •Yes, • complete Schedule D, Part VIII . . .. 11c X d Did the organiZation report an amount for other assets In Part X, line 15 that is 5% or more of its total assets reported in

Part X,I/ne 16? If •Yes, .. complete Schedule 0, Part IX..... . 11d X e Old the organization report an amount for other liabilities In Part X, line 25? If "Yes, " complete Schedule 0, Part X 11. X f Old the organization's separate or consolidated financial statements for the tax year include a footnote that addresses

the organiZation's liability for uncertain tax positions under FIN 48 (ASe 740)? If ·Yes, • complete Schedule D, Part X . 11f X 128 Old the organization obtan separate, independent audited financial statements for the tax year? If ·Yes," complete

Schedule 0, Parts XI, XII, and XIII .. .. . .. 12a X b Was the organization included in consolidated, Independent audited financial statements for the tax year?

If "Yes,' and jf the organization answered "No" to /lne 12a. then completing Schedule 0, Parts XI, XII, and XIII is optional . 12b X 13 Is the organization a school described in sectIon 170(b)(1)(A)(i1)? If •Yes, • complete Schedule E . 13 X 148 Did the organization maintain an office, employees, or agents outside of the United States? . 148 X

b Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking. fundralsing, business. and program service activities outside the United States? If •Yes, • complete Schedule F, Parts I and IV.. .. . . 14b X

15 Old the organization report on Part IX, column (A), line 3, more than $5.000 of grants or assistance to any organization

or entity located outside the United States? If ·Yes, • complete Schedule F, Parts II and IV . . 15 X 16 Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals

located outside the United States? If •Yes, • complete Schedule F, Parts iii and IV 16 X 17 Did the organization report a total of more than $15,000 of expenses for professional fundraislng services on Part IX,

column (A), lines 6 and 11e? If ·Yes, • complete Schedule G, Part I .. . . 17 X 18 Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VlII, lines

1c and 8a1 If •Yes, • complete Schedule G, Part II .. .'. . 18 X 19 Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes, •

complete Schedule G, Part 1/1 . . .'. .. . . 19 X 20a Old the organization operate one or more hospitals? If "Yes, "complete Schedule H 208 X

b If ·Yes· to line 20a. did the organization attach its audited financial statements to this return? Note. Some Form 990 fliers that

operate one or more hospitals must attach audited financial statements (see instructions) ..... 20b

Form 990 (2010)

032003 12·21·10

3 17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049_1

Form 990 (2010) JUMO INTERNATIONAL, INC. 27-1746715 Page 4 rPart IV IChecklist of Required Schedules (continued)

21 Did the organization report more than $5,000 of grants and other assistance to governments and organizations in the

United States on Part IX, column (A), line 1? If •Yes, • complete Schedule I, Parts I and 1/ .. ..

22 Did the organization report more than $5,000 of grants and other assistance to individuals In the United States on Part IX,

column (A), line 2? If 'Yes, • complete Schedule I, Parts I and /II .. . .

23 Old the organization answer 'Yes' to Part VII, Section A, line 3, 4, or 5 about compensation of the organization's current

and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete

Schedu/eJ . . .. ..

248 Old the organization have a tax·exempt bond issue with an outstanding principal amount of more than $100,CXXl as of the

last day of the year. that was issued after December 31, 2002? If •Yes, • answer lines 24b through 24d and complete

SchedUle K. If 'No", go to line 25 . ...... ... ..... ....... . ... .. .. .

b Old the organization invest any proceeds of tax·exempt bonds beyond a temporary period exception?

c Did the organization maintaIn an escrow account other than a refunding escrow at any time during the year to defease

any tax·exempt bonds? .. . . .

d Did the organization act as an 'on behalf of" issuer for bonds outstanding at any time during the year? , ,

25a Section 501(c)(3) and 501(c)(4) organizatIons. Did the organization engage in an excess benefit transaction with a

21

22

23

248

24b

24c

24d

Vel No

X

X

X

X

disqualified person during the year? If "Yes, • complete Schedule L, Part I .. ,.... .

b Is the organization aware that It engaged In an excess benefit transaction with a dlsqualifled person In a prior year, and

that the transaction haS not been reported on any of the organization's prior Forms 990 or 990-EZ? If "Yes, • complete

25e X

Schedule L, Part I ,. .. . 26 Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified

25b X

person outstanding as of the end of the organization's tax year? If "Yes, • complete Schedule L, Part /I .

27 Did the organization provIde a grant or other assistance to an officer, director, trustee, key employee, sUbstantial

contributor, or a grant selection committee member, or to a person related to such an individual? If "Yes,' complete

26 X

Schedule L, Part //1 . .. .. 28 Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV

instructions for applicable filing thresholds, conditions, and exceptions):

27 X

a A current or former officer, director, trustee, or key employee? If "Yes, • complete Schedule L, Part IV '" . 28e X b A family member of a current or former officer, director, trustee, or key employee? If "Yes, • complete Schedule L, Part IV .

c An entity of which a current or former officer, director, trustee, or key empioyee (or a family member thereof) was an officer, 28b X

director, trustee, or direct or indirect owner? If "Ye.s, • complete Schedule L, Part IV , . 28c X 29 Old the organization re<:eive more than $25,000 in non·cash contributions? If "Yes, • complete Schedule M . 30 Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation

28 X

contributions? If "Yes, • complete Schedule M _ . 31 Did the organization liqUidate, terminate, or dissolve and cease operations?

30 X

If • Yes, " complete Schedule N, Part I . .. . .. . , .. 32 Did the organization sell, exchange, dispose ot, or transfer more than 25% of its net assets?lf 'Yes," complete

31 X

Schedule N, Part II........... .. . .

33 Did the organization own 100% of an entity disregarded as separate from the organization under Regulations 32 X

sections 301.7701·2 and 301.7701·3? If "Yes, " complete Schedule R, Part I

34 Was the organization related to any tax'exempt or taxable entity? 33 X

If •Yes• • complete Schedule R, Parts 11,1/1, IV. and V, line 1 . .. 34 X 35 Is any related organization a controlled entity within the meaning of section 512(b)(13)? .

a Did the organization receive any payment from or engage in any transaction with a controlled entity within the meanin~

section 512(b)(13)? If •Yes. • complete Schedule R, Part V,Iine2 0 Yea LXJ No

38 Section 501(c)(3) organlzatione. DId the organization make any transfers to an exempt non-charitable related organization?

35 X

If 'Yes: complete Schedule R. Part V, line 2 . . 37 Did the organization conduct more than 5% of its activities through an entity that Is not a related organization

36 X

and that is treated as a partnership for federal Income tax purposes? If "Yes, • complete Schedule R, Part VI .

38 Did the organization complete SchedUle 0 and provide eXplanations In Schedule 0 for Part VI, lines 11 and 19? 37 X

Note. All Form 990 filers are reauired to comolete SchedUle 0 . . .. . 38 X Form 990 (2010)

032004 12-21-10

4 ~7590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

\

-----------------------

27-1746715 Pa e5

o 1a Enter the number reported In Box 301 Form 1096. Enter·o- if not applicable I 1a I 3

Yes No

b Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable r......;1~b-...L O~ c

2a

b

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming

~~:rb:~neg:::::,~;::::~:::~~~'~~~~'w.~~~~~~~'~'~~~;'Of'~a~ and Tax'St~~~m'~'~~~, ····j'·2.. a .. r . filed for the calendar year ending with or within the year covered by this retum .. ... I I If at least one is reported on tine 2a, did the organization IiIe all required lederal employment tax retums?.

17

1c

2b

X

X Note. It the sum of lines 1a and 2a is greater than 250, you may be required to e-file. (see instructions)

3a Did the organization have unrelated business gross income of $1,000 or more during the year? .. .. " . 3a b If ·Yes,· has it filed a Form 990-T for this year? If "No•• provide an explanation in Schedule 0 . . 3b

4a At any time during the calendar year, did the organization 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)? ... x4a b It ·Yes,· enter the name of the foreign country: ~

See Instructions lor liling requirements for Form TD F 90·22.1, Report of Foreign Bank and FInancial Accounts.

5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? . X5a b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? . X5b c If ·Yes,· to line 5a or Sb, did the organization file Form 8886-T? .. 5c

6a Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit

any contributions that were not tax deductible? . . . x6a b It "Yes,· did the organization include with every solicitation an express statement that such contributions or gifts

were not tax deductible? '" .. .. . 6b 7 OrganIzatIons that may receive deductible contributions under section 17O(c).

a Did the organization receive a payment in excess 01 $75 made partly as a contribution and partly for goods and services provided 10 the payor? 1--=-7-=a~_-4~X;;",-

b II "Yes.· did the organization notify the donor of the value 01 the goods or services provided? 1--=-7~b~_~__

c Did the organization sell. exchange, or otherwise dispose of tangible personal property for which it was required

7c X d .:~ ·~::~d~:~::he· ~~~~~~ .~.; .~.~~~ .~;~~. ~;;~.~. ~.~.~~~ '~~~'~~~~"':::::::::::':'::':":::':"":":'::::"::'.: ".::' 'j" ;~ .. r'" e Old the organization receive any funds, directly or Indirectly, to pay premiums on a personal benefit contract? . 7e X

f Old the organization, during the year, pay premiums, directly or Indirectly, on a personal benefit contract? ..... 7f X

g If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required? 7g X

h If the organization received a contribution of cars, boats, airplanes. or other vehicles, did the organization tile a Form 1098-C? ~7,;.;.h~_-4_X_

8 Sponlorlng organlzatlonl maintaIning donor advised fundi and leetlon 509(a)(3) lupportlng organizatlonl. Did the supporting

organization, or a donor advised lund maintained by a sponsoring organization, have excess business holdings at any time during the year? 8 9 Sponsoring organizations maintaining donor advised funds.

a Did the organization make any taxable distributions under section 4966?..... . . 9a b Did the organization make a distribution to a donor, donor advisor, or related person? . 9b

10 Section 501(c)(7) organizations. Enter:

a Initiation fees and capital contributions Included on Part VIII, line 12 . 11081 b Gross receipts. included on Form 990, Part VIII, line 12, for public use of club facilities 10b

11 SectIon 501(c)(12) organizations. Enter:

a Gross income from members or shareholders 11a b Gross Income Irom other sources (Do not net amounts due or paid to other sources against

amounts due or received from them.) L.,;..1.:..;::-..J.. -l1b

12a Section 4947(a)(1) non-exempt charitable trusts. Is the organization tiling Form 990 in lieu of FOrm,1041?i ~12=.;a=-+-_4__ b If ·Yes,· enter the amount 01 tax-exempt Interest received or accrued dunng the year L..,.;.;12=b:::.J., --1

13 Section 501(c)(29) qualifIed nonprofit health Insurance Issuers.

a Is the organization licensed to Issue qualified health plans in more than one state? .... 13a Note. See the instructions tor addttlonallnformatlon the organization must report on Schedule O.

b Enter the amount of reserves the organization is required to maintain by the states in which the

organization is licensed to issue qualified health plans... ... . /13b I c Enter the amount of reserves on hand.......... . . 1L.-;.13c=..L-. +-_+-_4-."."._

148 Did the organization receive any payments for indoor tanning services during the tax year? _.. 14a X

b It ·Yes • has it filed a Form 720 to report these oavments? If "No," provide an explanation in Schedule 0 14b

f

Form 990 (2010)

032005 12-21-10

5 17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049_1

x

JUMO INTERNATIONAL, INC. 27-1746715 Pae6

ovemance, anagement, an ISC osure For each 'Yes" response to lines 2 through lb below. and for a 'No' response to line 88. 8b, or lOb below, describe the circumstances. processes, or changes in Schedule O. See instructions.

Check if Schedule 0 contains a respOnse to any Question in this Part VI ...

Section A. Governing Body and Management Yel No

18 Enter the number of voting members of the governing body at the end of the tax year . 1r--;1..;;;a_+-I 7~ b Enter the number of voting members included in line' 8, above, who are independent ... .... 1~1..;.b_",--I 6-1

2 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other

officer, director, trustee, or key employee? .. 2 X 3 Old the organization delegate control over management duties customarily performed by or under the direct supervision

of officers, directors or trustees, or key employees to a management company or other person? X 4 Did the organization make any significant changes to its governing documents since the pror Form 990 was filed? ...

3 X

5 Old the organization become aware during the year of a significant diversion of the organization's assets? ....

4 X

6 Does the organization have members or stockholders? . .. . .

5 X

7a Does the organization have members, stockholders, or other persons who may elect one or more members of the

governing body? . .. ... '" . , '" '" ...... ... .. .. ... ... .. .. .. .. .

8

X b Are any decisions of the governing body sUbject to approval by members, stockholders, or other persons? .. . .

7. X

8 Old the organization contemporaneously document the meetings held or written actions undertaken during the year

by the following:

8 The govemlng body? ............., .. , '.... , ..

7b

X b Each committee with authority to act on behalf of the governing body? . .

sa X

9 Is there any officer. director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the

orQanlzatlon's maillna address? If 'Yes • provide the names and addresses in Schedule 0 . , ,

Bb

X9 Section B Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yea No 108 Does the organization have local chapters. branches, or aHiliates? ,........... , . X

b If 'Yes,' does the organIzatIon have written policIes and procedures governing the activities of such chapters, affiliates,

and branches to ensure their operations are consistent with those of the organization? . ..

10.

10b 118 Has the organization prOVided a copy of this Form 990 to all members of its governing body before filing the form? ... X

b Describe in Schedule 0 the process, if any, used by the organization to review this Form 990.

12a Does the organization have a written conflict of interest policy? If ·No,· go to line 13... . ..... ...... .. ......

11a

X bAre oHicers, directors or trustees, and key employees required to disclose annually Interests that could give rise

to conflicts? .........' '" , .

12a

,2b X c: Does the organization regularly and consistently monitor and enforce compliance with the polley? If •Yes, " describe

in SchedUle 0 how thIs is done .. . ....................' .. X 13 Does the organization have a written whlstleblower policy? " ... .

12c X13 X

15 Old the process for determining compensation of the following persons include a review and approval by Independent

persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

14 Does the organization have a written document retention and destruction policy? " .. .. . . 14

• The organization's CEO, Executive Director, or top management official . X b Other officers or key employees of the organization .. .. .

15. X15b

b

Sec

taxable entity during the year? . .. . If ·Yes,· has the organization adopted a written policy or procedure requiring the organization to evaluate its participation

in joint venture arrangements under applicable federal tax law, and taken steps to safeguard the organization's

exempt status with respect to such arrangements? tIon C. DIsclosure

.

16.

'6b

X

17 List the states with which a copy of this Form 990 is required to be filed ~ NY

If 'Yes' to line 15a or 15b, describe the process in SchedUle O. (See instructions.)

16. Old the organization Invest in, contribute assets to, or participate In a Joint venture or similar arrangement with a

~------------------18 Section 6104 requires an organization to make its Forms '023 (or 1024 if applicable), 990, and 900T (501 (c)(3)s only) available for

pUblic Inspection. Indicate how you make these available. Check all that apply.

o Own website 0 Another's website 00 Upon request

19 Describe in Schedule 0 wtlether (and if so, how), the organization makes its governing documents, conflict of interest polley, and financial

statements avaUable to the pUblic.

20 State the name, physical address, and telephone number of the person who possesses the books and records of the organization: ~

KRISTEN TITUS - 212-334-9104 ---- ­113 SPRING STREET 3RD FLOOR, NEW YORK, NY 10012

032006 Form 990 (2010)

12-21-10

6 17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049_1

0

JUMO INTERNATIONAL, INC. Pae7

ompensatlon 0 cers, rectors, rustees, ey Employees, and Independent Contractors Check it Schedule 0 contains a response to any question in this Part VII . . . . .

Section A. OffIcers, Directors, Trulte••, Key Employ...! and Highest Compensated Employees

1a Complete this table lor all persons required to be listed. Report compensation lor the calendar year ending with or within the organization's tax year.

• List all of the organlzatic:tl's current officers, directors, trustees (whether individuals or organizations), regardless 01 amount of compensation. Enter .0- in columns (0), (E), and (F) if no compensation was paid.

• Ust all ot the organization's current key employees, If any. See instructions for definition of ·key employee." • List the organization's five current highest compensated employees (other than an cHicer, director, trustee, or key employee) who received reportable

compensation (Box 5of Form W·2 and/or Box 7of Form 1099-MISC) of more than $100,000 from the organization and any related organizations. • Ust all of the organization's former officers, key employees. and highest compensated employees who recelved more than $100,000 of

reportable compensation from the organization and any related organizations. • Ust all of the organization's former dlrKtors or trustees that received. In the capacity as a former director or trustee of the organization,

more than $10,000 of reportable compensation from the organization and any related organizations. Ust persons in the following order: individual trustees or directors; institutional trtJstees; officers; key employees; highest compensated employees; and former such persons.

o Check this box if neither the orQanlzation nor an." related orQanizatlon comoensated anv current officer. director, or trustee.

(A) (B) (C) (D) IE) IF) Name and TltJe Average Position Reportable Reportable Estimated

hours per (check all that apply) compensation from the

organization (W·2/1099·MISC)

compensation from related

organizations (W·2/1099·MISC)

amount of other

compensation from the

organization and related

organizations

6,045.

week (describe hours for related

organizations in Schedule

0)

9 ! 0

I 1 ! .!i

I 2

! ~

a g I E

i

.... 1:1

~ a-Boo 1;1~

=1­"5 ~

! .e

CHRIS HUGHES

EXECUTIVE DIRBCTOR 40.00 X X 58,334. o. JOEL CUTLER

SECRETARY 1.00 X X o. o. O.

o.

o.

o. o. o. o. o.

o.

o. o. o. o. o.

9,093.

HI CHAEL SLABY

TREASURER 1.00 X X JIM PALLOTTA

BOARD MEMBER 1.00 X CHRIS BISHXO

BOARD MEMBER 1.00 X WILL REYNOLDS

BOARD MEMBER 1.00 X SUSAN MCCUR

BOARD MEMBER 1.00 X o. 75,208.

O.

O. KRISTEN TITUS

ASSISTANT TRUS. NON-VOTING MEMBER 40.00 X X

032007 12·21·10 Fonn 990 (2010) 7

7590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049_1

Form 990 (2010) JUMO INTERNATIONAL, INC. 27-1746715 Page 8

15,138. O.

15,138.

0 No

X

X

X

1

(F)

Estimated compensation amount of

other compensation

0/V·2/1099·MISC) from the organization and related

organizations

O. O. O.

Yes

3

4

5

(C) Compensation

Form 990 (2010)

9049

IPart VIII Section A. Officers Directors. Trustees Key Employees, and Highest Compensated Emplo, e.. (continued)

IB) IC) (D) Average Position Reportable

hours per (check all that apply) compensation week from

(describe j the~

hours for ~ "0 organization0

oS

related ~ t :J

0/V·2/1099·MISC).... i X

prganizations 1 e

in Schedule i ~

-l all J !il .s ~

! ~i ~ 0) 1'! .i::.s

............ " ................ ................. .......................... ~ 133,542. ........................ ~ O.

~ 133,542.

(E)

Name and title

(A)

Reportable

from related organizations

lb Sub-total ............. " c Total from contInuation sheets to Part VII, Section A

d Total (add lines 1b and 1c) ." .......................................... ......... ......... 2 Total number of Individuals (Including but not ~mited to those listed above) who received more than $100,000 in reportable

compensation from the oraanization ~

3 Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on

line 1a1 If •Yes, • complete Schedule J for such individual ........................... ... ..... . .. .. . . . ... ..... ........ ." ...... . .......

4 For any individual listed on line 1a. is the sum of reportable compensation and other compensation from the organization

and related organizatIons greater than $150,0001 If ·Yes. " complete Schedule J for such individual .. '" . .. ... . .... .......... 5 Did any person listed on line 1a receive or aCCNe compensation from any unrelated organization or individual for services

rendered to the orQanization1 If 'Yes, • complete Schedule J for such person .... ............................................................. ..... Section B. Independent Contractors

1 Complete this table for your five highest compensated independent contractors that received more than $100.000 of compensation trom

the organization. NONE (A) (8)

Name and business address Description of services

2 Total number of independent contractors (including but not limited to those listed above) who received more than

$100 000 in comoensation from the oroanizatlon ~ 0

032008 12-21-10

a '!17 590 510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC.

Form 990 (2010) JUMO INTERNATIONAL , INC . 27 1746715- 9Pa~e

~art VIII I Statement of Revenue (A)

Total revenue (8)

Related or exempt function

(e) Unrelated business

(O) Revenue

excluded from tax under

revenue revenue sections 512.

:IllCc II~ ~E !~.6tl! lirec:.­o lit

~~ :eli ~o

6~ (,)~

a1

2•ul!e! ItGg,a:... ~

3

4

5

7

•i > a::•I 8

12

b c d

e

f

9 h

a

b c d 8 f g

6a

b c d

a

b

c d

8a

b

c 9a

b

c 10 a

b c

11 a

b

c d

e

0320 )\1 12·2'-10

9 17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

513, or 514

Federated campaigns 1a

Membership cfues 1b.. , "

1cFundraising events

1dRelated organizations ....

18Government grants (contributions)

All other contributions, gifts, grants, and

similar amounts not included above 1f ~,639,686. NonC3sl1 conlrlbullons included 'n line. ,.-11: S

Total. Add lines 1a·1 f ............. ...... ....... .. ~

.....

2,639,686 • Business Code

All other program service revenue ...............

Total. Add fines 2a·21 ........................... ................ ....... ~ Investment income (including dividends, interest, and

other similar amounts) ....................................... ........... ~ 2,076. 2,076. Income from Investment of tax·exempt bond proceeds ~

Royalties ........ ................. ............ , ........ ........... ., .... ~

{i)Real (ii) Personal

Gross Rents 29,903.." ............... ,

Less: rental expenses ......

Rental income or (loss) 29,903. Net rental Income or (loss) .. .......... ....... ~ 29,903. 29,903.

(I) Securities (Ii) Other

assets other than inventory

Less: cost or other basis

and sales expenses

Gross amount from sales of

..... ... Gain or (loss) . .., . . .. .. .. . . ... .. Net gain or (loss) ........ ...... . ... . . .. ~ ............ " ..... ., ......... ~

Gross Income from fundralsing events (not

Including $ of

contributions reported on line 1c). See

Part IV, line 18 ... " ........ . ... . ... . . . ... . ... a Less: direct expenses ........ .... ..... ... b

Net income or (loss) from fundralsing events ..... ......... ~ Gross income from gaming activities. See

Part IV, line 19 a Less: direct expenses b

Net income or (Joss) from gaming activities ...... ....... ... ~

Gross sales of inventory. less returns

and allowances . • Less: cost of goods sold ...... b.. . ....... Net income or (loss) from sales of inventory .... ~

Miscellaneous Revenue Business Code

All other revenue

Total. Add ~nes 11a-11d ~ Tota' revenue. See instructions. .. , ~ 2,671,665. O.' O. 31,979.

Form 990 (2010)

Pa e 10INC. 27 - 1 7 46 715

Do not Include amounts reported on line. 6b, 7b, ab, 9b. and lOb of Part VIII.

1 Grants and other assistance to governments and

organizations in the U.S. See Part IV, line 21 .....

2 Grants and other assistance to individuals in

the U.S. See Part IV, line 22 .... , ............. . .

3 Grants and other assistance to govemments,

organizations, and individuals outside the U.S. See Part IV, lines 15 and 16. . . .....

4 Benefits paid to or ror members .. ...

5 Compensation or current officers, directors,

trustees, and key employees ... 6 Compensation not included above, to disqualified

persons (as defined under section 4958(f)( 1)) and

persons described in section 4958(c)(3)(B) """ ..

7 Other salaries and wages ..... , ...... ..

8 Pension plan contributions (include section 401(k)

and section 403(b) employer contributions) .........

9 Other employee benefits ................ ............. 10 Payroll taxes ....... ... . ..... . ' ..... , .... , ..........

11 Fees for services (non·employees):

a Management ................................. .............. b Legal ....... ............... ..... ...... . . ..., ....... ......

c Accounting ................................... .............. d Lobbying ...................................................... e Professional fundraising services. See Part IV, line 17

f Investment management fees ........................

9 Other ............................................................ 12 Advertising and promotion .... ,. ...................'

13 Office expenses ....... ,'" ............... .................. 14 Information technology ...... .... ....... ............

15 Royalties. . .. .. ....... ...... ..... .......

16 Occupancy ........ . . . . . ." ....... ........... .............. 17 Travel .... .............. 18 Payments of travel or entertainment expensea

for any federal, state, or local public officials

19 Conferences, conventions, and meetings ...... 20 Interest , .... ... 21 Payments to affiliates ... ........

22 Depreciation. depletion, and amortization .....

23 Insurance .......... ..... ...... ...... . ... ...... 24 Other expenses. Ilermze expenses not covered

above. (List miscellaneous expenses in line 241. It line 24f amount exceeds 10% of line 25, column (A) amount, list line 24f expenses on Schedule 0.) .....

a NON CAPITALIZED PROPERT b REPAIRS AND MAINTENANCE c CREDIT CARD AND PROCESS d CONTRIBUTIONS e

f All other expenses

25 Tot.1 functlon.1 expenlel. Add lines 1 through 241

26 Joint cOltl. Check here • U if following SOP 98-2 (ASC 958-720). Complete this line only If the orgamzation reported in column (B)cfrint costs from a combined educational campaign an lundraising solicitation ... ....'...... .. "

(AITotal expenses progra~~ervice

eXDenses

(e) Management and general expenses

Fun~islng expenses

148,681. 92,044. 25,888. 30,749.

289,564. 277,434. 10,345. T,-,--g-s-.

11,873. 10,009. 983. a-BT • 37,257. 31,412. 3,079. 2,766.

1,240. I,240. 29,606. 11,119. 17,632. 855.

7,078. 6,016. 1,062. 5,136. 5,136.

25,511. 19,085. 5,232. l,19~. 32,1-40. 19,862. l:2,~.

102,956. 86,801. 8,512. 7,643. 18,332. 9,166. -g-, -roo.

7,042-. 4,929. 353. 1,760.

30,819. 29,926. 469. ~(ZZ.

-5, 23T. 4,410. 433. -3S-a- .

9,088. 7,662. 751. -675. 7,061. 4,942. 1,766. 353. 6,377. 638. -5,739. 5,572. 5,572.

780,564. 627 ,~405. 76,505. 76,654.

032010 12·21-10 Form 990 (2010) 10

17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

Form 990 (2010) JUMO INTERNATIONAL, INC. IPart X IBalance-Sneet

27-1746715 PaQ811

(B) Beginning of year

(A) End of year

S4~l, blri.1

2 Savings and temporary cash investments

1 Cash· non·interest·bearing ........ .. .... . . ..... 1,232,~.2

3

4 Accounts receivable. net ........ . ...... ........ ... ....

3 Pledges and grants receivable. net

4

5 Receivables from current and former officers, directors. trustees. key

employees. and highest compensated employees. Complete Part II

of Schedule L .. . ,.' ..... " . .......... .................... ....... ...... 5

6 Receivables from other disqualified persons (as defined under section

4958(f)(1», persons described In section 4958(c)(3)(B). and contnbuting

employers and sponsoring organizations of section 501(c)(9) voluntary

employees' beneficiary organiZations (see instructions) .. .. ........ ....... , ...... 8

7 Notes and loans receivable. net .. ..... .. , .... ........ ..... .. 7

8

9 Prepaid expenses and deferred charges ........... ..... , ... ........ ." .................

8 Inventories for sale or use ........ .............. ....... ............ . ....,

9,677.9

lOa Land, buildings, and equipment: cost or other

basis. Complete Part VI of Schedule 0 46,979.10a 5,678. O. 41,301.10b 10Cb Less: accumulated depreciation

11

12 Investments· other securities. See Part IV, line 11 ... 11 Investments· publicly traded securities .....

12

13 Investments· program·related. See Part IV, line 11 ...... . ........... 13

14 Intangible assets .. . -, .......... ...... ....... .... ... ............... ]O,Omr •14

38,30Z.15 Other assets. See Part IV, line 11 ......... " ...... ....... ..... . ....... ..... ..... ' ............. 15 O. 1,961,179.

/1)- , 1r7--g- • 16 Total assets. Add lines 1 throUQh 15 (must equal line 34) .. .... ................... 16

17

18 Grants payable ..................................................... ......... ........ ................... 17 Accounts payable and accrued expenses ........... .............. ............. .............

18

19 Deferred revenue ................................................... ......................... ............. 19

20 Tax-exempt bond liabilities ..... .............................................. " ............ ... 20

21 Escrow or custodial account liability. Complete Part IV of Schedule D ... ..... 21

22 Payables to current and former officers. directors, trustees, key employees.

highest compensated employees, and disqualified persons. Complete Part II

of Schedule L ... ..................................... .............. ......... ........ ... 22-

23 Secured mortgages and notes payable to unrelated third parties " . ...... , ..... 23

24 Unsecured notes and loans payable to unrelated third parties . ..... ...... . 24

25 Other liabilities. Complete Part X of Schedule D ... 25

28 Total liabilities. Add lines 17 throuQh 25 .. ........... " .......... , .... .............. O. 70,078. Or9anlzatlons that folloW SFAS 117, check here ~ IXJ and complete

lines 27 through 29, and lines 33 and 34­

27 Unrestricted net assets ........ ....... ........ ..... .. , ... . ..... . .... ....... ..... .. ..... . ...

26

1,891,101.'Z1 2828 Temporarily restricted net assets .. . ..... .. . ..... ....... .. . ....

29 Permanently restricted net assets ........ 29 ·CJ~·~d···Organizations that do not follow SFAS 117, check here ~

complete lines 30 through 34.

30 Capital stock or trust principal, or current funds 30

31 Paid·in or capital surplus, or land, building, or equipment fund . 31

32 Retained eamings, endowment, accumulated income. or other funds 32

33 Total net assets or fund balances 1, 8~ 9T ,~ro 1 . O. 33

O. 1,961,179. Form 990 (2010)

34 Total liabilities and net assets/fund balances . . .. .. . ., ..........., 34

032011 12·21- 10

11 !17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

!J 3r :l

~

~ ::;i

=cCo>

III

~ "C c ~

\A.

~ :! I :l «; Z

Form 990 (2010) JUMO INTERNATIONAL, INC. 27 -1 7 4 6715 Pa e 12 Reconciliation of Net Assets

"------' Check if Schedule 0 contains a response to any question in this Part XI o

1 Total revenue (must equal Part VIII, column (A), line 12)

2 Total expenses (must equal Part IX, column (A), line 25)

3 Revenue less expenses. Subtract line 2 from line 1

4 Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A»

5 Other changes in net assets or fund balances (explain in Schedule 0)

6 Net assets or fund balances at end of ear. Combine lines 3, 4, and 5 must ual Part X, line 33, column B

art Financial Statements and Reporting Check jf Schedule 0 contains a response to any question in this Part X I .. . .

1 Accounting method used to prepare the Form 990: 0 Cash 00 Accrual D Other

'f the organization changed its method of accounting from a prior year or checked "Other,· explain in Schedule O.

Yes No

2a ...Were the organization's financial statements compiled or revieWed by an independent accountant? .. . . 2a X b

c ....Were the organization's financial statements audited by an independent accountant? .. . .

If •Yes • to line 2a or 2b, does the organization have a committee that assumes responsib~ity for oversight of the aUdit, 2b X

d

3a

b

review, or compilation of its financial statements and selection of an independent accountant? .. .

If the organization changed either Its oversight process or selection process during the tax year, explain in Schedule O.

If ·Yes· to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a

s~rate basis, consolidated basis, or both:

LXJ Separate basis 0 Consolidated basis 0 Both consolidated and separate basis

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit

Act and OMB Circular A·133? .. If ·Yes,· did the organization undergo the required audit or audits? If the organization did not undergo the required audit

or audits exelain whv In Schedule 0 and describe anv stees taken to underao such audits.

2c X

Sa

3b

X

Form 990 (2010)

032012 12·21·10

12 17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

SCHEDULE A OMB No. 1545·0047

(Form 990 or 99O-EZJ Public Charity Status and Public Support

Complete if the organization I. 8 section 501(cJ(3J organization or 8 section 20 Oepanmenl 01111. TrN8ury Inlern" A.venu. servlC.

4947fa)( 1Jnonexempt charitable trust. ~ Attach to Form 990 or Form 99O-EZ. ~ See sep..ate Instructions.

Open to Public Inspection

Name of the organization Emplover identification number

JUMO INTERNATIONAL, INC. 27-1746715 U Ie ar a us (All organizations must complete this part.) See instructions.

The onization is not a private foundation because it is: (For lines 1 through 11. check only one box.)

1 A church, convention of churches, or association of churches descnbed in section 17O(b)( 1)(A)(IJ.

2 0 A school described in section 17O(bJ(1){AJ(ii). (Attach Schedule E.)

3 0 A hospital or a cooperative hospital service organization described in se<:tion 170(bJ(1){A)(iII).

4 0 A medical research organization operated in conjunction with a hospital deSCribed in section 17O(bJ(1)(A)(1II). Enter the hospital's name, city, and state: _

5 0 An organization operated for the benefit of a college or university owned or operated by a govemmental unit described in

sectIon 170(bM1)tAJ(lv). (Complete Part II.)

6 0 A federal, state, or local govemment or governmental unit described in section 17O(b)(1)(A)(v).

7 00 An organization that normaDy receives a substantial part of its support from a governmental unit or from the general public described in

section 170(b)(1)(AJ(vl). (Complete Part II.)

8 0 A community trust described in section 170(b)(1)(AJ(vl). (Complete Part II.)

9 0 An organization that normally receives: (1) more than 33 1/3% of its support from contributions, membership fees, and gross receipts from

activities related to its exempt functions· subject to certain exceptions, and (2) no more than 33 1/3% of its support from gross investment

Income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization atter June 30, 1975.

See section 509(aM2). (Complete Part III.) 10 0 An organization organized and operated exclusively to test for public safety. See section 509(8)(4).

11 0 An organization organized and operated exclusively for the benefit of, to perform the functions of, or to cany out the purposes of one or

more publicly supported organizations described in sedion 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that

describes the type of supporti~rganlzatlon and complete Ijnes 11e through 11h.

a 0 Type I b U Type II c 0 Type III . Functionally integrated dO Type III . Other

eO By checking this box, I certify that the organization Is not controlled directly or indirectly by one or more disqualified persons other than

foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III

supporting organization, check this box . o Since August 17,2006, has the organization accepted any gift or contribution from any of the following persons? 9 (I) A person who directly or Indirectly controls, eIther alone or together with persons described In (iij and (ii~ below,

the govemlng body of the supported organization? .

(II) A family member of a person described in (9 above? .

(III) A 35% controlled enttty of a person described In (i) or (iij above?

h Provide the fol/owlng Information about the supported organization(s).

NoVes

(I) Name of supported organization

(ii)EIN (iii) Type of organization

(described on lines 1·9 above or lAC section

iv) Is the organizatiOn n col. (i) listed in your ~overning document?

(v) Did you notify the organization in col. Ii) of your suppor!?

(vi) Is the organization In col. (i) organized in the

U.S.?

(vii) Amount of support

(lee inltruetlonl)) Ve. No Ve. No Yes No

Total

LHA For Paperwork Reduction Act Notice, see thelnslructlons for

Form 990 or 99O-EZ.

Schedule A (Form 990 or 99O-EZ) 2010

032021 12·21·10

17590510 135009 9049 2010.03040 13

JUMO INTERNATIONAL, INC. 9049 1

Calendar year (or fll~.1 year beginning In). (8)2006 lb) 2007 Ie) 2008 (d) 2009 (e) 2010 (f) Total

1 Gifts, grants, contributions, and

membership fees received. (Do not

include any ·unusual grants.") ..... 2639686. 2639686. 2 Tax revenues levied for the organ­

ization's benefit and either paid to

or expended on its behalf

3 The value of services or facilities

furnished by a governmental unit to

the organization without charge

4 Total. Add lines 1 through 3 2639686. 2639686. 5 The portion of total contributions

by each person (other than a

governmental unit or publcly

supported organization) included

on line 1 that exceeds 2% of the

amount shown on line 11,

column (n ...... . . . ...... .... 6 Public suPPort. Subtract IInl 5 Irom lin. 4. 2639686.

Section B. Total Support Calendar year (or 111cal year beginning in).

7 Amounts from line 4 ..... .........

8 Gross income from interest,

dividends, payments received on

securities loans, rents, royalties

and income from similar sources ..

9 Net Income from unrelated business

actiVities, whether or not the

business Is regularly carried on

10 Other Income. Do not include gain

or loss from the sale of capital

assets (Explain in Part IV.) ...... ....

11 Total support. Add lines 7 lhrough 10

la) 2006 Ib)2007 (d) 2009(e) 2008 (e) 2010 If) Total

2639686. 2639686.

31,979. 31,979.

2671665. 12 I12 Gross receipts from related activities, etc. (see Instructions) ........ ...... , .... .. . ..... . ......... ............. .... ....

13 FIrst five years. If the Fonn 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3)

or anlzatlon check this box and st here _..... ec IOn ompu a Ion 0 u IC uppo ereen age

14 Public support percentage tor 2010 (line 6, column (t) divided by line 11, column (t) 1--14-+ %...;.

15 Public support percentage from 2009 Schedule A, Part II, line 14 ., . . L..-.C.-15::......L ...;.~...;.o

16a 33 1/3% support teat - 2010.1f the organization did not check the box on line 13, and line 141s 331/3% or more, check this box and

stop here. The organization qualifies as a publicly supported organization

b 33 1/3% support test - 2009.lf the organization did not check a box on Ijne 13 or 16a, and line 15 is 33 1/3% or more. check this box

and stop here. The organization qualifies as a publicly supported organization • 0 178 10% -facts-and-circumstances test - 2010.1t the organization did not check a box on line 13. 16a, or 16b, and line 14 is 10% or more,

and if the organization meets the "facts-and-circumstances· test, check this box and stop here. Explain in Part IV how the organization

meets the "facts·and·circumstances" test. The organization qualifies as a pUblicly supported organization • 0 b 10% -facts-and-clrcumstances test - 2009.11 the organization did not check a box on line 13, 16a, 16b, or 17a. and line 15 is 10% or

more, and if the organization meets the "facts-and·circumstances· test, check this box and stop here. Explain in Part IV how the

organization meets the ·facts-and·circumstances· test. The organization qualifies as a publicly supported organization .0 18 Private foundation. If the organization did not check a box on line 13, 16a, 16b. 17a, or 17b, check this box and see instructIons .0

Schedule A (Form 990 or 99O-EZ) 2010

032022 12-21-10

14 17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049_1

Qualify under the tests listed below olease comolete Part ILl

Section A. Public Support Calendar year (or fileal year beginning in) ~ (8) 2006 lb) 2007 Ic12008 (d) 2009 (e) 2010 If) Total

1 GiftS, grants, contributions, and

membership fees received. (Do not

include any ·unusual grants.·) .

,­

2 Gross receipts from admissions, merchandise sold or services per­formed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose

3 Gross receipts from activities that

are not an unrelated trade or bus­

iness under section 513 ............ ..

4 Tax revenues levied for the organ­

Ization's benefit and either paid to

or expended on its behalf .. , ......

5 The value of services or facilities furnished by a govemmental unit to

the organization without charge '"

6 Total. Add lines 1 through 5 ........

7a Amounts included on lines 1,2, and

3 received from disqualified persons b Amounts included on linee 2 and 3 received

from other than dISqualified persona thaI

eMceed the greeler of $5.000 Of 1'"' ollh.

amount on line 1310f Ihe year .. ........... ...

c Add lines 7a and 7b ..... ...............

8 Public SUDDort ISllnrr:ltllln, t1rnmlin,81

Section B. Total Support Calendar year (or f1aeal year beginning In) ~

9 Amounts from line 6 .....

Total

108 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources .

b Unrelated business taxable income (less section 511 taxes) from businesses

acquired after June 30, 1975

c Add lines 10a and 10b . 11 Net income from unrelated business

activities not Included in line 10b, whether or not the business is regUlarly carried on . .... . ...

12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)

13 Total support (Add lines 9. 10c. 11. and 12.)

15 Public support percentage for 2010 (line B, column (f) divided by line 13, column (f)) %

16 Public su rt ercenta e from 2009 Schedule A Part Ill, line 15 . . %

Section D. Com utation ot Investment Income Percenta e 17 Investment income percentage for 2010 (line 1Dc, column (f) divided by line 13, column (m %

18 Investment income percentage from 2009 Schedule A, Part Ill, line 17 18 %

19a 33 1/3% support teats· 2010. If the organization did not check the box on line 14, and line 15 is more than 331/3%, and line 17 is not

more than 33 1/3%, check this box ar1d stop here. The organization qualifies as a pUblicly supported organization ~ D b 33 1/3"/. support tests· 2009. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3%. and

line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ~ D 20 Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions • D

032023 12-21·10 Schedule A (Form 990 or 99O·eZ) 2010 15

17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

14 First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section S01(c){31 organization,

check this box and stop here ~ D Section C. Com utation of Public Su ort Percenta e

Schedule B (Form 990, 99O-EZ, Of' 99O-PF) Department 01 tile TreUUty Inl8rnl' HeYBnUe Servicl

Schedule of Contributors ~ Attach to Form 990, 99O-EZ, or 99O-PF.

OMB No 1545·0047

2010 Name of the organization

JUMO INTERNATIONAL, INC.

Employer identification number

27-1746715 Organization type (check one):

Fliers of: Section:

Form 990 or 990·EZ 00 501(c)( 3) (enter number) organization

o 4947(a)(1) nonexempt charitable trust not treated as a private foundation

o 527 political organization

Form 990·PF o 501 (c)(3) exempt private foundation

o 4947(a)(1) nonexempt charitable trust treated as a private foundation

o 501 (c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.

Note. Only a section SOl (c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

00 For an organization filing Form 990, 990·EZ, or 990·PF that received, during the year, $5,000 or more (in money or property) from anyone

contributor. Complete Parts I and II.

Special Rules

o For a section 501 (c)(3) organization filing Form 990 or 990-EZ that met the 33 1/3% support test of the regulations under sections

509(a)(1) and 170(b){1)(A)(vO, and received from anyone contributor, during the year, a contribution of the greater 0' (1) $5,000 or (2) 2%

of the amount on (ij Form 990, Part VIII, line 1h or on Form 990·EZ, line 1. Complete Parts I and II.

o For a section 501 (c)(7), (8), or (10) organization filing Form 990 or 99O·EZ that received from anyone contributor, during the year,

aggregate contributions of more than $1,000 for use exclusively for religious, charitable, scientific, literary, or educational purposes, or

the prevention of cruelty to children or animals. Complete Parts I, II, and III.

o For a section 501 (c)(7). (8), or (10) organization filing Form 990 or 99Q·EZ that received from anyone contributor, during the year,

contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did not aggregate to more than $1,000.

If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc.,

purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively

religious, charitable, etc., contributions of $5,000 or more during the year. .... ~ $ _

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule 8 (Form 990, 990·EZ, or 990·PF),

but it must answer ·No· on Part IV, line 2 of its Form 990, or check the box on line H of its Form 990·EZ, or on line 2 of its Form 99D-PF, to certify

that It does not meet the filing requirements of Schedule B (Form 990, 990·EZ, or 990·PF).

LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990, 99C)-EZ, or 99O-PF. Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

023451 12·23· 10

---

---

---

---

SChedule B (Form 990. 99G-eZ. or 990·PF1I2010J Page 1 0' 3 of Pan I

Employer identification numberName ot organization

27-1746715JUMO INTERNATIONAL, INC.

Part I

(a)

No.

1

(a) No.

2-- ­

(a) No.

3

(a) No.

---4

(a) No.

5

(a) No.

6

Contributors (see instructions)

(b) Name, ad~ess, and ZIP + 4

JOHN S. AND JAMES L. KNIGHT FOUNDATION WACHOVIA FINANCIAL CENTER BUILDING SOUTH BISCAYNE BLVD. SUITE 3300

MIAMI, FL 33131

(b) Name, ad~ess, and ZIP + 4

OMIDYAR NETWORK FUND INC.

1991 BROADWAY STREET SUITE 200

REDWOOD CITY, CA 94063

(b) Name, ad~ess, and ZIP + 4

THE FORD FOUNDATION

320 EAST 43RD STREET

NEW YORK, NY 10017

(b) Name, address, and ZIP + 4

JAMES PALLOTTA

50 ROWES WHARF, 6TH FLOOR

BOSTON, MA 02110

(b) Name, address, and ZIP + 4

WALKER FAMILY FOUNDATION

301 PENNSYLVANIA PARKWAY, SUITE 400

INDIANAPOLIS, IN 46280-1396

(b) Name, address, and ZIP + 4

THE ROCKEFELLER FOUNDATION

420 5TH AVENUE

NEW YORK, NY 10018

200

(c)

Aggregate contributions

$ 500,000.

(c) Aggregate contributions

$ 500,000.

(d)

Type of contribution

Person !Xl Payroll 0 Noncash 0

(Complete Part II if there is a noncash contribution.)

(d) Type of contribution

Person [Xl Payroll 0 Noncash 0

(Complete Part II if there is a noncash contribution.)

(d) Type of contribution

Person [Xl 0Payroll

Noncash 0 (Complete Part II if there is a noncash contribution.)

(d) Type of contribution

Person IX] 0Payroll

Noncash 0 (Complete Part 1/ if there is a noncash contribution.)

(c) Aggregate contributions

$ 250,000.

(c) Aggregate contributions

$ 250,000.

fc) Aggregate contributions

(d) Type of contribution

$ 250,000.

Person 00 0Payroll

Noncash 0 (Complete Part II if there is a noncash contribution.)

(d) Type of contribution

(c) Aggregate contributions

$ 150,000.

Person IX] 0Payroll

Noncash 0 (Complete Part 1/ if there is a noncash contribution.)

023452 12·23-10 Schedule B(Form 190, 990-EZ, or 990-PfJ (2GfOT 17

17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

Schedul. B (Form 990. 99o-eZ, or 990-PF) (20 10) Page 2 01 3 01 P&r1 I

Employer Identification number Name of organization

27-1746715JUMO INTERNATIONAL, INC.

Part I Contributors (see instructions)

(a)

No.

7-111

(a) No.

8--­20

(a) No.

9--­PO

SAN

(a) No.

10--­7

NEW

(a) No.

555

PALO

11 --­

(a) No.

12--­30

NEW

(b)

Name, address, and ZIP + 4

JOSHUA & ANITA BEKENSTEIN FOUNDATION

HUNTINGTON AVENUE

BOSTON, MA 02199

(b) Name, address, and ZIP + 4

JOEL CUTLER

UNIVERSITY ROAD, SUITE

CAMBRIDGE, MA 02138

(b) Name, address, and ZIP + 4

DUSTIN MOSKOVITZ TRUST U/A

BOX 411407

FRANCISCO, CA 94141

(b) Name, address, and ZIP + 4

SACHA LEVY

WOOSTER STREET i2B

YORK, NY 10012

(b) Name, address, and ZIP + 4

WENDY AND ERIC SCHMIDT

BRYANT STREET '347

ALTO , CA 94301-1480

(b)

Name, address, and ZIP + 4

CHRISTOPHER RAY HUGHES

CROSBY STREET APT. 3A

YORK, NY 10013

(c) Aggregate contributions

(d)

Type of contribution

CHARITABLE

$ 125,000.

Person 00 Payroll 0 Noncash 0

(Complete Part II if there is a noncash contribution.)

(d) Type of contribution

Person [Xl Payroll 0 Noncash 0

(Complete Part II jf there is a noncash contribution.)

(d) Type of contribution

Person 00 Payroll 0 Noncash 0

(Complete Part 1/ jf there is a noncash contribution.)

(d) Type of contribution

Person [Xl 0Payroll

Noncash 0 (Complete Part II if there is a noncash contribution.)

(d) Type of contribution

(c) Aggregate contributions

$ 100,000.450

(c) Aggregate contributions

$ 100,000.

(c) Aggregate contributions

$ 100,000.

(c) Aggregate contributions

$ 100,000.

Person 00 0Payroll

Noncash 0 (Complete Part " if there is a noncash contribution.)

(d) Type of contribution

(c) Aggregate contributions

$ 50,000.

Person 00 0Payroll

Noncash 0 (Complete Part II if there is a noncash contribution.)

023452 12·23·10 Sc~edUT. B (Form ~90, 990-EZ, or 990-PF) (2010) 18

17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049_1

---

---

Schedule B (Form 990. 990·EZ. or 990·PFI (2010)

Name 0' organization

JUMO INTERNATIONAL, INC.

Part I

(a) No.

---13

(a)

No.

14

(a) No.

15

(a) No.

16-- ­

(a)

No.

17-- ­

(a) No.

-- ­

Contributors (see instructions)

(b)

Name, address, and ZIP + 4

RICHMOND SUSTAINABILITY FUND

12 EAST 49TH STREET, 40TH FLOOR

NEW YORK, NY 19911

(b) Name, address, and ZIP + 4

THE GOLDHIRSH FOUNDATION

101 FEDERAL STREET, FLOOR #14

BOSTON, MA 02110

(b) Name, address, and ZIP + 4

MATT COHLER

2480 SAND HILL ROAD, SUITE 200

MENLO PARK, CA 94025

(b) Name, address, and ZIP + 4

RICHARD SCHADEN ISIS ARAPAHOE STREET TOWER ONE, FLOOR

DENVER, CO 80202

(b) Name, address, and ZIP + 4

JOSHUA KUSHNER

300 MERCER STREET, 19J

NEW YORK, NY 10003

(b) Name, address, and ZIP + 4

023452 12·23· 10

19 17590510 135009 9049 2010.03040 JUMO

Page 3 01 3 01 Part I

Employer identification number

21-1746715

(c) (d) Aggregate contributions Type of contribution

Person 00 Payroll 0

$ 50,000. Noncash 0 (Complete Part II it there is a noncash contribution.)

(c) (d) Aggregate contributions Type of contribution

Person 00 Payroll 0

$ 50,000. Noncash 0 (Complete Part II 11 there is a noncash contribution.)

(c) (d) Aggregate contributions Type of contribution

Person 00 0Payroll

$ 25,000. Noncash 0 (Complete Part II if there is a noncash contributkm.)

(c) (d) Aggregate contributions Type of contribution

Person IX] 10TH 0Payroll

$ 25,000. Noncash 0 (Complete Part 1\ it there is a noncash contribution.)

(c) (d) Aggregate contributions Type of contribution

Person [Xl 0Payroll

$ 10,000. Noncash 0 (Complete Part II if there is a noncash contribution.)

(c) (d) Aggregate contributions Type of contribution

Person 0 Payroll 0

$ Noncash D (Complete Part II it there is a noncash contribution.)

Schedufe B{form 990, 990·EZ, or 990-PF) (2010)

INTERNATIONAL, INC. 9049_1

JUNO INTERNATIONAL, INC. 27-1746715

Part II Noncash Property (see instructions)

(a) No.

from Part I

(b) Description of noncash property given

(c) FMV (or estimate) (see instructions)

(d)

Date received

--­

(a) No.

from Part I

(b) Description of noncash property given

$

(c) FMV (or estimate) (see Instructions)

(d) Date received

--­

(a) No.

from Part I

(b) Description of noncash property given

$

(c) FMV (or estimate) (see Instructions)

(d) Date received

--­

(a) No.

from Part I

(b) Description of noncash property given

$

(c) FMV (or estimate) (see Instructions)

(d) Date received

--­

(a)

No. from Part I

(b) Description of noncash property given

$

(c) FMV (or estimate) (S88 Instructions)

(d)

Date received

--­

(a) No.

from Part I

(b) Description of noncash property given

$

(c) FMV (or estimate) (see Instructions)

(d) Date received

--­$

023453 12·23-10 Schedule B (Form 1190, 990-EZ, or 990-PF) (2010) 20

17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049_1

of Part III.r

$1000 or less tor the vear. (Enter this information once. See instructions.) ~ S (~)NO. from Part I

Cb) Purpose of gift (c) Use of gift (d) DescrlpUon of how gift is held

---

Ce) Transfer of gift

Transferee's name ada-ess and ZIP + 4 RelationshIp of transferor to transferee

C~)No. (b) Purpose of gift (e) Use of gift (d) Description of how gift Is held from

Part I

--­

(e) Transfer of gift

Transferee's name ada-ess. and ZIP + 4 Relationship of transferor to transferee

C~)No. (c) Use of giftfrom Cb) Purpose of gift (d) Description of how gift Is held

Part I

--­

(e) Transfer of gift

Tranlferee's name, ada-ess. and ZIP + 4 Relationship of transferor to transferee

(~) No. from (b) Purpose of gift (c) Use of gift {d) Description of how gift Is held Part I

---

Ce) Transfer of gift

Transferee's name adc*"ess and ZIP + 4 Relationship of transferor to transferee

023454 12-23-10 Schedule 8 (Form 990, 9OO-EZ, or 990-PF) (2010) 21

17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

SCHEDULE D (Form 990)

oep.rtment ollhe Treasury Inte,ne' Revenue SeNice

Supplemental Financial Statements ~ Complete If the organization answered "Ves," to Form 990,

Part IV, line e, 7, 8, 9, 10, 11, or 12­~ Attach to Form 990. ~ See sep..ate Instructions.

OMB No. 1545-0047

2010 Open to Public Inspection

Name of the organization Employer identification number JUMO INTERNATIONAL, INC. 27-1746715

rganizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the

organization answered ·Yes· to Form 990 Part IV line 6

1 Total number at end of year ......... .... , .......... .. ,,, .........

2 Aggregate contributions to (during year)

3 Aggregate grants from (during year) ....

4 Aggregate value at end of year

la) Donor advised funds Ib) Funds and other accounts

5 Old the organization inform all donors and donor advisors in writing that the assets held in donor advised fLl1ds

are the organization's property, subject to the organization's exclusive legal control? .. D Ves 0 No 6 Did the organization inform aM grantees, donors, and donor advisors in Writing that grant funds can be used only

for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring

im ermissible rivate benefit? 0 Ves 0 No Conservation Easements. Complete if the organization answered ·Yes· to Form 990, Part IV, line 7,Part II

1 Purpose(s) of conservation easements held by the organization (check all that apply).

o Preservation of land for public use (e.g., recreation or education) 0 Preservation of an historically important land area

o Protection of natural habitat 0 Preservation of a certified historic structure

o Preservation of open space

2 Complete lines 2a through 2d if the organization held a qualified conservation contribution In the form of a conservation easement on the last

day of the tax year.

a Total number of conservation easements . , ..

b Total acreage restricted by conservation easements .. ..

c Number of conservation easements on a certifIed historic structure included in (8) , .

d Number of conservation easements included in (c) acquired after 8117/06, and not on a historic structure

listed In the National Register . .. 3 Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the tax

year ~ _

Held at the End oune Tax Year 2a 2b 2c

2d

4 Number of states where property subject to conservation easement is located ~

5 Does the organization have a written policy regarding the periodic monitoring, inspection, handling of

violations, and enforcement of the conservation easements It holds? . 0 Ves ONo e Staff and volunteer hours devoted to monitoring, Inspecting, and enforcing conservation easements during the year ~

7 Amount of expenses incurred In monitoring, inspecting, and enforcing conservation easements during the year ~ $ _ 8 Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4}(B)(i)

and section 170(h)(4)(B}(ii)? . 0 Ves D No 9 In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and balance sheet, and

include, if applicable, the text of the footnote to the organization's financial statements that describes the organization's accounting for

conservation easements. 1Part III I Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.

Complete if the organization answered ·Yes· to Form 990, Part IV, line 8.

18 If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art,

historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of pUblic service, provide, in Part XIV,

the text of the footnote to its financial statements that describes these items.

b If the organization elected, as permitted under SFAS 116 (ASe 958), to report in its revenue statement and balance sheet works of art, historical

treasures, or other similar assets held for pUblic exhibition, education, or research In furtherance of public service. provide the following amounts

relating to these items:

(i) Revenues included In Form 990, Part VIII, line 1 .. .. ..... ..... ~ $ _ (II) Assets included in Form 990, Part X " ~ $ _

2 If the organization received or held works of art, historical treasures, or other similar assets for financial galn, provide

the following amounts required to be reported under SFAS 116 (ASe 958) relating to these items:

a Revenues included in Form 990, Part VIII, line 1 ~ $-------­

b Assets InclUded in Form 990, Part X ~ $-------­

LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990. 032051

Schedule 0 (Form 990) 2010 12-20- 10

22 17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

ScheduleD Form 990 2010 JUMO INTERNATIONAL, INC. 27-1746715 Pa e2

Or anizations Maintain'n Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization's acquisition, accession, and other records, check any of the following that are a significant use of its collection items

(check all that apply):

a D Public exhibition d D Loan or exchange programs e 0 Other _b 0 Scholarly research

c D Presel"lation for future generations

4 Provide a description ot the organization's collections and explain how they turther the organization's exempt purpose in Part XIV.

5 During the year, did the organization solicit or receive donations of art, historical treasures, or other similar assets

to be sold to raise funds rather than to be maintained as art of the or anlzatlon's collection? ..... .... ,........... 0 Yes DNo Escrow and Custodial Arrangements. Complete if the organization answered ·Yes· to Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Part IV

18 Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not included

on Form 990. Part X? . . ,DYes DNo b It ·Yes,· explain the arrangement In Part XIV and complete the following table:

Amount

c Beginning balance 1c

d Ad ditlons during the year 1d

e Distributions during the year 1e

f Ending balance , 11

28 Did the organization include an amount on Form 990. Part X, line 21?

b If 'Yes • exolaln the arranaement In Part XIV.

IPart V IEndowment Funds. Complete if the organization answered 'Yes' to Form 990, Part IV, line 10.

18 Beginning of year balance ........... .........

b Contributions ........... ,.... ' .. ' ............ ......... c Net investment earnings, gains, and losses

d Grants or scholarships ....... ... . .... .....

e Other expenditures for facilities

and programs .............................. ........ 1 Administrative expenses ........................

9 End of year balance ..............................

(a) Current vear lb) Prior vear Ic) Two years back (d) Three years back (e) Four years back

2 Provide the estimated percentage of the year end balance held as:

8 Board designated or quasi-endowment ~ % b Permanent endowment ~ %

c Term endowment ~ % 3a Are there endowment funds not in the possession of the organization that are held and administered for the organization

by:

(I) unrelated organizations .

(i1) related organizations ,

b If ·Yes· to 3a(il), are the related organizations listed as required on Schedule A? .

4 Describe In Part XIV the intended uses of the oraanizatlon's endowment funds. IPart VI I Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description ot investment

1a Land

b Buildings

e Leasehold improvements ..

d Equipment

e Other. .. . ...

(a) Cost or other (b) Cost 0( other Ie) Accumulated (d) Book value basis (investment) basis (other) depreciation

21,001. 3,705. ZS-,978. 1,973.

Total. Add lines 1a throuQh 1e. (Column (d) must equal Form 990, Part X, column (8), line 10(e).) . . ,., ....... .... ~

LJYes UNo

Yea No

3a1l) 3a(i1)

3b

17,296. 24,005. 41,301 .

Schedule 0 (Form 990) 2010

032052 12·20·'0

23 17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

Schedule D (Fonn 990) 2010 JUMO INTERNATIONAL , INC . 27 - 1746715 Page 3 IPart VIII Investments· Other Securities. See Fonn 990, Part X. line 12.

(8) Description 01 security or category (b) Book value

(including name of security)

Financial derivatives

Closely-held equity interests

Total. (Col (b) must equal Form 990, Part X, col (B) line 12.) ~

Ie) Method of valuation: Cost or end-ol·year mar1<et value

(1 )

(2)

(3) Other

(A)

(B)

(C)

(0)

(E)

(F)

(G)

(H)

(I)

IPart Villi Investments • Program Related. See Form 990. Part X line 13.

(e) Method of valuation:(b) Book value(e) Description 01 investment type

Cost or end·01-year mar1<et value

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

Total. (Col (b) must eQual Form 990, Part X, col (8) line '3.) ~

IPart IX I Other Assets. See Fonn 990, Part X, line 15.

(a) Description

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

Total. (Column (b) must equal Form 990, Part X, col (8) line 15.)

IPart X J Other Liabilities. See Fonn 990, Part X, line 25.

.... .... , ........... ........ ............ ........ . . ... ..

(e) Description of liability (b) Amount1.

(1) Federal income taxes

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

Total. (Column (b) must equal Form 990, Part X. col (8) line 25.) . ..'.... . .. ~ . ,'" ~o I"'~'" . '" .• , '''' , ",'UVIU" ",.. \I,,, VI '"'' IVVUlU'" IU .". ~ "."'<al'u, • ''''a'M••'••a"'......."a. I ........ '.1". "'11"" "'"U" ~ "_'''': ' ... u, '..... ,.", ,•• ",V~"'V". vnv...2. FIN 48 (ASe 740).

032053 12-20-10 SchedUle 0 (Form 990) 2010

.....

(b) Book vakJe

24 17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

Schedule D Form 990) 2010 JUMO INTERNATIONAL, INC. 27 -1 746715 Page 4 IPart XI IReconciliation of Change in Net Assets from Form 990 to Audited Financial Statements

1 Total revenue (Form 990, Part VIII, column (Al, line 12) . .. 1 2, 671 , 665 •

2 Total expenses (Form 990. Part IX, column (A), line 25) 2 780 , 564 •

3 Excess or (deficit) for the year. Subtract line 2 from line 1 3 1 , 891 , 10 1 •

4 Net unrealized gains (losses) on investments . .. .-4~t- _ 5 Donated services and use of facilities ... .-5;.-.t­ _ 6 Investment expenses . .. . ... .. .-6;.-.t­ _

7 Prior period adjustments..... .-7_t­ _ 8 Other (Describe In Part XIV.) 1-8;.-.t­ ~

9 Total adjustments (net). Add lines 4 through 8 . t-9'--t------r......"nr1'":r--:r-or-7­0,;,.' 10 Excess or /deflcit) for the year oer audited financial statements. Combine lines 3 and 9 .... 10 1 , 891 , 101 • IPart XII IReconciliation of Revenue per Audited Financial Statements With Revenue per Return

1 Total revenue, gains, and other support per audited financial statements 1--1_.--_2........:.,_7_9_--.;3,_3__53_.

2 Amounts included on line 1 but not on Form 990, Part VIII, line 12:

a Net unrealized gains on investments.... 1--2_8--t-__-:r-~-.,....,.~~

b Donated services and use of facilities . . .. ~2;;;;;b~ 1_2_-.,;1':.,.6__88~.

c Recoveries of prior year grants t-2_c-+ ~

d Other (Describe in Part XIV.) ........2..d ...

e Add lines 28 through 2d . . t--2_e-;-.......,~..1_;;2M1r_'_,..6-::18-.8..-.

3 Subtract line 2e from line 1 . ~3-+_~2,_6_7_1~,_66_5;........ 4 Amounts Included on Form 990, Part VIII, line 12, but not on line 1:

a Investment expenses not included on Form 990, Part VIJI, line 7b 1..-48__.'..­ ....... b Other (Describe in Part XIV.) . . .......4b__"""­ --1

c Add lines 4a and 4b 4c 0 • 5 Total revenue. Add lines 3 and 40. (This musf equal Form 990, Part I, line 12.) 5 2 , 671 , 6 6 5 •

IPart Xliii Reconciliation of Expenses per Audited Financial statements With Expenses per Return 1 Total expenses and losses per audited financial statements . . t-1_t--__9_0_1~2,_2__52_. 2 Amounts included on line 1 but not on Form 990, Part IX, line 25:

a Donated services and use of facilities . . 2a 121,688.

b Prior year adjustments , . 2b

c Other losses . . . .. . 2c

d Other (Describe In Part XIV.) . .. 2d

e Add lines 2a through 2d .. . t--""2e~__....,,1...,2....,1r-=-'..6 8,..,8.--. 3 Subtract line 2e from line 1 , .. . .. r--3--1 ..7_80 ,_5,_64_. 4 Amounts included on Form 990, Part IX, line 25. but not on line 1:

a Investment expenses not includecl on Form 990, Part VII/,Iine 7b .... ..... I 4a I b Other (Describe in Part XIV.) .. . 4b

c Add lines 4a and 4b .... . 40 o. 5 Total exoenses. Add lines 3 and 4o.rrhis must eQual Form 990, Part I, line 18.)

IPart XlVI Supplemental Information . 5 780,564.

Complete thIS part to prOVide the descriptions required for Part II, lines 3. 5, and 9; Part III. lines 1a and 4; Part IV, lines 1band 2b; Part V, line 4; Part

X. line 2; Part XI, line B; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.

Schedule 0 (Form 990) 2010 032054 12-20-10

25

17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049_1

SCHEDULE 0 (Form 990 or 99O·EZ)

Department of ,,,. Tr.uwy In,.,n" R.v....u. ServIC.

Supplemental Information to Form 990 or 990-EZ Complete to provide Information for response. to specifIC question. on

Form 990 or 99O·EZ or to provide any addttlonallnformatlon. ~ Attach to Form 990 or 99O-EZ.

0"'18 No. 1545·0047

2010 Open to PUblic Inspection

Name of the organization Employer identification number JUNO INTERNATIONAL, INC. 27-1746715

FORM 990, PART III, LINE 1, DESCRIPTION OF ORGANIZATION MISSION:

JUMO INTERNATIONAL, INC. (JUNO) IS A NON-PROFIT ORGANIZATION THAT

OPERATES A SOCIAL NETWORK CONNECTING INDIVIDUALS AND ORGANIZATIONS

WORKING FOR GLOBAL CHANGE. JUMO ENABLES EVERYDAY PEOPLE TO FIND,

FOLLOW, AND SUPPORT THOSE WORKING TOWARD SOLUTIONS IN THEIR COMMUNITY

AND IN REGIONS AROUND THE WORLD.

FORM 990, PART VI, SECTION B, LINE 11: MANAGEMENT REVIEWED THE FORM 990

WITH THE AUDIT COMMITTEE AND WILL PRESENT IT TO THE FULL BOARD OF DIRECTORS

PRIOR TO FILING THE RETURN.

FORM 990, PART VI, SECTION B, LINE 12C: JUMO MONITORS THE CONFLICT OF

INTEREST POLICY BY ANNUAL DISCLOSURE FOR EACH BOARD MEMBER.

FORM 990, PART VI, SECTION B, LINE 15A: THE BOARD DISCUSSED, REVIEWED, AND

APPROVED THE COMPENSATION FOR THE EXECUTIVE DIRECTOR AND TOP MANAGEMENT

OFFICIALS USING COMPARABLE DATA FROM OTHER NON-PROFIT ORGANIZATIONS.

FORM 990, PART VI, SECTION C, LINE 19: THE GOVERNING DOCUMENTS, CONFLICT

OF INTEREST POLICY AND FINANCIAL STATEMTENTS ARE AVAILABLE UPON REQUEST.

JUMO HAS AN AUDIT COMMITTEE THAT IS RESPONSIBLE FOR OVERSIGHT OF THE

AUDIT AND SELECTION OF THE INDEPENDENT AUDITOR.

lHA For Paperwork Reduction Act Notice. see the Instructlona for Form 990 or 99O-EZ. Schedule 0 (Form 990 or 99O·EZ) (2010) 032211 01-24- "

26 17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

2010 DEPRECIATION AND AMORTIZATION REPORT

FORM 990 PAGE 10 990

. Assel Date Reduction InBus% Basis For Accumulated CurrentLine I Unadjusted

No. Description lifeAcquired I Method No. Cost Or Basis hel Basis DepreciaoonDepreciation Sec 179

AND CHAIRS

DESK CHAIRS

GALANT TABLES

FILING CABINETS

aSTERS AND PHOTOS

MANAGER CHAIRS ITCHEN APPLIANCES

FIXTURES

1 GALANT DESKS

1

1

1

1

1

1

1

1 028102

6

6

6

6

6

6

6

6

6

6

6

6

6

6

6

61 6

3,587.

1,418.

2,545.

1,032.

2,219.

1,059.

4,450.

1,381.

6,427.

1,861.

2,492.

3,474.

2,413.

2,167.

2,250.

2,500.

1,109.

2,392.

3,587.

1,418.

2,545.

1,032.

2,219.

1,059.

4,450.

1,381.

6,427.1

1,861.1

2,492.1

3,474.1

2,413.1

2,167.1

2,250.1

2.500'1 1,109.

2,392.1

1

1

1

1

I

I

l

I 1

Current Year Deducoon

427.

152.

242.

111.

211.

88.

265.

82.

I 306.

I 89.

I 692.

1 869.

I 469.

I 421.

1 375.

I 347.

93.

r 199. 05~1·10

(0) . Asset disposed • lTC, Section 179. Salvage. Bonus. Commercial Revitalization Deduction

26.1

2010 DEPRECIATION AND AMORTIZATION REPORT

FORM 990 PAGE 10 990

. Asset No. Description

Dale Acquired Method Lite

Line No.

Unadjusted Cost Or Basis

Bus% Excl

Reduction In Basis

Basis For Depreciation

Accumulated Depreciation

Current Sec 179

Current Year Deduction

19 ~OMPUTER ~O ~1 ~O pL ~.OO t16 1,197. 1,197. 100.

20 rT PHONES DIGITAL PROPERTY

~8 Pl~O ~L 3.00 116 1,006. 1,006. 140.

21 ~CQUISITION * TOTAL 990 PAGE 10

Kl2 ~5 flO ~OM 42 121,141. 121,141. 25,141.

!DEPR & AMORT 168,120. o. 168,120. O. o. 30,819.

028 '02 o~o,·,o

(0) . Asset disposed • ITC. Section 179. Salvage, Bonus. Commercial RevitalizatIOn Deduction

26.2

4562FQfm Depreciation and Amortization 990 (Including Information on Listed Property)

Oepar1menl 01 Ih. Tr••aury Inlemal Revenue S.,..,l<:e 199) ~ See separate InstructIons. ~ Attach to your tax return.

Busine.. 01 activ,ty 10 wh,chlhi, form rela'"Name(s) snown on rlllurn

14-0RM 990 PAGE 10JUMO INTERNATIONAL, INC.

OMB NO. t545-0172

2010 Altachment Sequence No. 87

ldent,ty,ng numb..

27-1746715 Election To Expente Certain Property Under Section 179 Note: If you have any listed property, complete Part V before you complete Part I.IPart II

1 Maximum amount (see instructions) ...

2 Total cost of section 179 property placed in service (see instructions) ...... .......... . ... '

3 Threshold cost of section 179 property before reduction in limitation. ... ... . .. ....... . . . .. .. . . . .... ..

4 Reduction in limitation. Subtract line 3 from line 2. If zero or less, enter.()· ........ . ..... . . ., ..... .. ......

5 Dollar limil8tion for lax ye•. Sublract Mne 4 Irom line I. 1I1ero 0I1e5l. enl., .0-. II married filing SlIparately. ,eelnstruction, ... .......... ........ . .... ,

la) Description of property (b) Cost (busonu, use only) tc) Elected cosl 6

7 Listed property. Enter the amount from line 29 . I 7

8 Total elected cost of section 179 property. Add amounts In column (c), lines 6 and 7 . ......... ...... ,

9 Tentative deduction. Enter the smaller of line 5 or line 8 . ....... . ......... ..................... ... .... . ...

10 Carryover of disallowed deduction from line 13 of your 2009 Form 4562 ................ ........ .

11 Business Income limitation. Enter the smaller of business income (not less than zero) or line 5 ........ ....

12 Section 179 expense deduction. Add lines 9 and 10, but do not enter more than line 11 ......... . . . .... .. . .

13 Carryover of disallowed deduction to 2011. Add lines 9 and 10, less line 12 ............ ~I 13

1 500,000. 2

2,000,000.3

4

5

8

9 10

11

12

Note: Do not use Part II or Part III below for listed property. Instead, use Part V.

IPart II I Special Depreciation Allowance and Other Depreciation (Do not Include listed property.)

14 Special depreciation allowance for qualified property (other than listed property) placed in service during

the tax year .

15 Property subject to section 168(f)(1) election

18 Other deoreciation (includina ACRS\ . I Part III I MACRS Depreciation (Do not inckJde listed property.) (See Instructions.)

~1~4-+

t--1.;;.5-+­

18

_"=""_ 5 , 678 .

Section A

17 MACRS deductions for assets placed in service in tax years beginning before 2010 t-1..;.7--L. _

18 II you are electing 10 group any assets placed In service durin the tu ye.lnto one 01 mOle general ..eat accounts, check h.,e ~ 0 Section B - Assets Placed In Service During 2010 Tax Vear Using the General Depreciation System

la) Cla..,lication of property (b) Month and y_placed In serv~

(c) Basis lor depreciation (businesalinveetment use

only • SM instructiona) (dl Recovery

periOd Ie) Convention If) Method (g) DeprecIation deduction

19a 3'year property

b S-year properly

c 7·year property

d 1O·year property

e , 15-year property

20·year property

g 2S-year properly 25 yrs. SIL

h Residential rental property I 27.5 yrs. MM S/L

I 27.5 yrs. MM SIL

I Nonresidential real property I 39 yrs. MM S/L

I MM SIL SectIon C - Anets Placed In Service Owing 2010 Tax Ve8l' Using the Alternative Depreciation System

20a Class life

I

SIL

b

c

12'year

40·year

12 yrs.

40 yrs. S/L

MM SIL

I Part IV I Summary (See instructions.)

21 Listed property. Enter amount from line 28 ........ ' .......... ...... . ............. .... , .. . .,.... . ... ...... 22 Total. Add amounts from line 12, fines 14 through 17, lines 19 and 20 in column (9), and line 21.

Enter here and on the appropriate lines of your return. Partnerships and S corporations· see instr.. .......

23 For assets shown above and placed in service during the current year, enter the

portion of the basis attributable to section 263A costs ...... ..... ..... . ..... .... . ... , . 1231 016251

21

22 5,678.

12.2'-10 LHA For Paperwork Reduction Act Notice, see separate InstructIons. Form 4562 (2010)27

17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049_1

25

Form 4562 (2010) JUMO INTERNATIONAL, INC. 27-1746715 Page 2

Listed Property (Include automobiles, certain other vehicles, certain computers, and property used for entertainment, recreation, or amusement.) Note: For any vehicle for which you are using the standard mileage rate or deducting lease expense, complete only 24a, 24b, columns (a) through (c) ofSection A, al/ of Section 8, and Section C if applicable.

Section A - Depreciation and Other Information (Caution: See the instructions for limits for passenger automobiles )

24. Do you have evidence to support the businessllnvestment use claimed? LJ Yes LJNo 24b If ·Yes," is the evidence written? U Yel L.J No (e)(b) (e) (i)(1) (g) (h)(d)Ja) Bu. lOf deoreciallonDate Business/ ElectedRecovery DeprecialionMethodlType 0 property Cost or (bus,n...,'invulmentplaced in Investment section 179 period deductionConvention(list vehicles first) other basis use only) use percentageservice cost

Special depreciation allowance for qualified listed property placed in service during the talC year and

used more than 50% In a Qualified business use .. ........................ , .... . ......... , ...................... .... . . . . ....... 125 ..

26 Property used more thj 50% ,n" !""Iolled bus,n[i use:

I i 27 Property used 500/0 or less in a qualified business use:

% S~·

_

% S~·

% S~·

28

29

Add amounts in column (h), lines 25 through 27. Enter here and on line 21, page 1

Add amounts In column tn, line 26. Enter here and on line 7, paae 1

.......1....,;;[28;;.;;....1-.__--.._--1­

I 29 Section B • Information on Use of Vehlcl••

Complete this section for vehicles used by a sole proprietor, partner, or other "more than 5% owner,· or related person. If you provided vehicles to your employees, first answer the questions in Section C to see If you meet an exception to completing this section for

those vehicles.

Total business/investment miles driven during the

year (do not include commuting miles) 30

........... .". 31 Total commuting miles driven during the year .. 32 Total other personal (noncommuting) miles

driven .. ...... .... , ..... ........ .. .

33 Total miles driven during the year.

Add lines 30 through 32 ..... ............ .... . .... ....

34 Was the vehicle available for personal use

dUring off·duty hours? '" ...................... .........

35 Was the vehicle used primarily by a more

than 5% owner or related person? ... , .............. 36 Is another vehicle available for personal

use? ...............................................................

Answer these questions to determine if you meet an exception to completing Section B for vehicles used by employees who are not more than 5%

owners or related persons.

(a) (b) (c) (d) (8) (1) VehIcle Vehicle Vehicle Vehicle Vehicle Vehicle

Ves No Yes No Ve. No Yes No Yes No Ves No

Section C • Questions for Employers Who ProvIde Vehicles for Use by Their Employees

37 Do you maintain a written policy statement that prohibits all personal use of vehicles, inclUding commuting, by your

employees? .................. .. ... ............... ' .......... ......................... ..... .... ... .

38 Do you maintain a written policy statement that prohibits personal use of vehicles, except commuting, by your

employees? See the Instructions tor vehicles used by corporate officers, directors, or 1% or more owners

39 . .. .... . .... . .. .. .........Do you treat all use of vehicles by employees as personal use?

40 Do you provide more than five vehicles to your employees, obtain information from your employees about

the use of the vehicles, and retain the information received? ... 41 Do you meet the reqUirements concerning Qualified automobile demonstration use? . ....

Note: If your answer to 37, 38, 39, 40, or 411s "Yes, "do not complete Section 8 for the covered vehicles.

Ve. No

IPart VI IAmortization (a) (c) (d) (f)I I I I(b) AmOl'tizabl. (e)Description 0' coSII 0111 alllol1lzadon Cod. AmOl'tizationAmortilliionIbeolns amount section period or percentaQ' JOl' tIlie yNi

42 Amortization of costs that begins dUring your 2010 tax year:

DIGITAL PROPERTY ACQUISITION 43 Amortization of costs that began before yOlX 2010 talC year

44 Total. Add amounts in column . See the instructions for where to re ort

43

44

016252 12·21· 10 Form 4562 (2010)

28 17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

2010 DEPRECIATION AND AMORTIZATION REPORT

- CURRENT YEAR FEDERAL - JUKO INTERNATIONAL, INC •

. Current Current YearI AcquiredDa~ IMethod I No. Cost Or Basis Excl Basis I Depreciation

AccumulatedAs...\ Reduction In Basis ForI Iune I Unadjusted I Bus % INo. Description lrte Depreciation Sec 179 Deduction

427.

6 I 1,418.

AND CHAIRS 103130nmgL 17.001161 3,587. 3,587.

152.

6 1 2,545.

1,418.

242.

104kl9110lSL 17.00 n.6 1 1,032.

2,545.

111.

TABLES 10 513111 OLsL 17.001161 2,219.

1,032.

211.

106111110lSL t7.001161 1,059.

2,219.

88.

4,450.1 1 I 4,450.

1,059.

265.PHOTOS ~8b~J:L ~. 00 ~6 8 7 L .00 6 1,381·1 I I 1,381.1 1 1 82.

6 , 427.1 1 1 306.

1,861.1 I 1 89.

2,492.1 1 1 692.

3,474.1 1 I 869.

2,413.1 I I 469.

2,167.1 1 1 421.

2,250.1 I 1 375.

2,500.1 I I 347.

1,109.1 I I 93.

2,392.1 1 1 199. 028102 05-01-10 (0) . Asset disposed • lTC, Section 179. Salvage, Bonus. Commercial Revitakzation Deduction

DESK CHAIRS

GALANT

FILING CABINETS

OSTERS AND

MANAGER CHAIRS ITCHEN APPLIANCES

FIXTURES 6,427.

1 GALANT DESKS 6 1,861.

1 OMPUTER 6 2,492.

1 OMPUTER 6 3,474.

1 OMPUTER 6 2,413.

1 OMPUTER 6 2,167.

1 OMPUTER 6 2,250.

1 OMPUTER 6 2,500.

1 OMPUTER 6 1,109.

1 OMPUTER 6 2,392.

2010 DEPREClATION AND AMORTIZATION REPORT

- CURRENT YEAR FEDERAL - JUNO INTERNATIONAL, INC .

AssaI No. Description

Date Acquired Method life

Une No

Unadjusted Cost Or Basis

Bus% Extl

. Reduction In

Basis Basis for

Depreciation Accumulated Depreciation

Currenl Sec 179

Current Year Deduction

19~OMPUTER ~O ~1 ;1.0 ~L ~.OO t16 1,197. 1,197. 100.

20 rJ PHONES ~8 01 p,O ~L ~.OO 116 1,006. 1,006. 140. ~IGITAL PROPERTY

21 ~CQUISITION'* TOTAL 990 PAGE 10

~2 ~S P.O ~OM 42 121,141. 121,141. 25,141.

bEPR &: AHORT 168,120. o. 168,120. o. o. 30,819.

028102 05-01-10 (0) . Asset disposed • ITC. Section 179, Salvage, Bonus. Commercial Revitalization Deduction

Annual Filing for Charitable Organizations New YOO< State Department of Law (Office of the Attorney General) 2010Form CHAR500

Charities Bureau· Registration Section

I n1S 'orm usea lor 120 Broadway Open to PublicArticle 7-A, EPTL and dual filers New YOO<, NY 10271 Inspection(replaces forms CHAR 497, http://www.charitlesnys.com

CHAR 010 and CHAR 006) 1. QenerBllnformatlon a. For the fiscal year beginning (mmlddlyyyy) o1/ 25/2010 and ending (mrnlddlyyyy) 12/31/2010

d. Fed. employer 10 no. (EIN)c. Name of organization b. Check if applicable for NYS: 27-1746715JUMO INTERNATIONAL, INC.o Address change

e. NY State registration no.o Name change 42560900 Initial filing f. Telephone number Number and street (or P.O. box if mail not delivered to streel address) IRoom/suiteo Final filing 212 334-9104113 SPRING STREET 3RD FLo Amended filing g. Email

NEW YORK, NY 10012 City or town, state or country and ZIP + 4o NY registration pending

KRISTENiJUMO.COM

2. Certification· Two Signaturel Required

We certify under penalties of perjury that we reviewed this report, Including all attachments, and to the best of our knOWledge and belief, they are true, correct and complete in accordance with the laws of the State of New York applicable to this report. MANAGING

I KRISTEN TITUS DIRECTORIa. President or Authorized Officer I Signatur. Printed Nlme Dal.''EXECUTIVE CHRIS HUGHES DIRECTORIIb. Chief Financial Officer or Treas. I Slgnllure -Pnnted Will'S Jill' Ull'

3. Annual Report Exemption Information

a. Article 7-A annual report exemption (Article 7·A registrants and dual registrants)

Check .0 if total contributions from NY State (Including residents, foundations, corporations, government agencies, etc.) did not exceed $25,000 and the organization did not engage a professional fund raiser (PFR) or fund raising counsel (FAC) to solicit contributions during this fiscal year.

NOTE: All organization may claim this exemption If no PFR or FRC was used and either: 1) it received an allocation from a federated fund, United Way or incorporated comrrunlty appeal and contributions from other sources did not exceed $25,000 ~ 2) it received all or substantially an of its contributions from one government agency to which It submitted an annual report similar to that required by ArtIcle 7·A.

b. EPTl. annual report exemption (EPTL registrants and dUal registrants)

Check.O if gross receipts did not exceed $25,000 and assets (market value) did not exceed $25,000 at any time during this fiscal year.

For EPTL or Article 7-A registrants claiming the annual report exemption under the one law under which they are registered and for dual registrants claiming the annual report exemptions under both laws, simply complete part 1(General Information), part 2 (Certification) and part 3 (Annual Report Exemption Information) above.

Do notsubmit a fee, do not complete the following schedules and do notsubmit any attachments to this form.

4. Artlc'. 7·A Schedu'"

If you did not check the Article 7·A annual report exemption above, complete the following for this fiscal year: a. Did the organilation use aprolesslonallund raIser, fund raising counselor commercial co-venturer for fund raising activity in NY State? o Yea- 00 No

- If -Yea-, complete Schedule 4a.

b. Did the organization receive government contributions (grants)? . o Yea- 00 No - If -Yea-, complete Schedule 4b.

5. Fee Submitted: See last page for lummery of fee requlrementl.

Indicate the filing fee(s) you are submitting along with this form: Submit only on. check or money order for thea. Article 7·A filing fee .. , .... . .. ..... ........ $ 25. tota' fll, payable to -NYS Department of LaW­b. EPTL filing fee S 250.

c. Tota' fee S 275.

8. Attachments· For organizations that are not claiming annual report exemptions under both laws, see last page for required attachments • ••

068451 12·27·10 1019 CHAR500-2010

1 17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049_1

JUMO INTERNAT IONAL , INC. 5. Fee Instructions

The filing fee depends on the organization's Registration Type. For details on Registration Type and filing fees, see the Instructions for

Form CHAR500.

Organization's Registration Type ,;"F,;;,ee.;.;.;ln.;.;8;.;.tr;..;u;;.;c;.;.t1;.;;o.;.n,;;,s _

e Article 7·A Calculate the Article 7·A filing fee using the table in part a below. The EPTL filing fee is $0.

e EPTL Calculate the EPTL filing fee using the table in pert b below. The Article 7·A filing fee is SO.

e Dual Calculate both the Article l·A and EPTL filing fees using the tables in part. a and b below. Add the Article 7·A and EPTL filing fees together to calculate the total fee. Submit a single check or money order for the total fee.

a) Article 7·A filing fee

Total Support & Revenue Article 7·A Fee

more than $250,000 $25

up to $250,000 • $10

• Any organization that contracted with or used the services of a professional fund raiser (PFR) or fund raising counsel (FRC) during the reporting period must pay an Article 7·A filing fee of $25, regardless of total support and revenue.

b) EPTL fl/lng fee

Net Worth at End of Year EPTl Fee

Less than $50,000 $25

$50,000 or more, but less than $250,000 $50 $250,000 or more, but less than $1,000,000 $100

$1,000,000 or more, but Ie.. than $ 10,000,000 $250

$10,000,000 or more, but less than $50,000,000 $750

$50,000,000 or more $1500

6. Attachments - Document Attachment Check-List

Check the boxes for the documents you are attaching.

For All Fliers

Filing Fee

00 Single check or money order payable to ·NYS Department of Law·

Copies of Intemal Revenue Sel"'Jice Forms

00 IRS Form 990

00 All required schedules (inclUding

Schedule B)

o IRS Form 990·T

o IRS Form 99O·EZ

o All required schedules (including

Schedule B) D IRS Form 990·T

o IRS Form 99O-PF

o All required schedules (including

Schedule B) D IRS Form 990-T

Additional Article 7-A Document Attachment Requirement

Independent Accountant's Report

[X] Audit Report (total support & revenue more than $250,000)

o Review Report (total support &revenue $100,001 to $250,000)

o No Accountant's Report ReqUired (total support &revenue not more than $100.000)

1019

4 068481 ';;>·27·10 CHARSOO ­ 2010 2

17590510 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

Exhibit B

12

Jumo International Budget vs. Actuals: P&L

January - June, 2011

Income Direct Donation & Tips Grants & Contributions Interest Earned Sublet Income Donated Services Income

Total Income

Expenses Personnel (Including taxes & benefits) Consultant/Contract Services Advertising & Marketing Web Hosting & Software Recruiting & Staff Development Supplies & Other office expenses Travel & Meetings Accounting, Payroll Processing & Legal Non-capitalized Property & EqUipment Rent, Utilities, Occupancy costs Internet Expenses Insurance Donated Legal Fees

Total Expenses Net Operating Income

Other Expenses Depreciation & Amortization Miscellaneous Expense

Total Other Expenses

Net Income

Actual

930 1,002.500

3.852 27,775 14.868

1,049,924

474,019 5,438 6,761

38,978 79,332 11,418 29,485 18,770 5,501

88,020 4,613 4,139

14,868 781,340 268,584

18,682 25,528 44,210

224,374

E

EXHIBIT E TO VERIFIED PETITION

DEBTS AND LIABILITIES

Jumo International, Inc. Outstanding liabilities as of August 26, 2011

toU1STANb1AGmBfDflE§~'-::';J< :.,. :-. y"..•: ....~~---Description .. , ,.- ~m.'!3tt.~~~~1~!;~·

Total Amount Due Notes

Rent 113,017 Negotiating lease assignment Utilities 14,400 Legal fees 50,000 Estimated Payroll, payroll processing and severance fees 312,040 Up to this amount pending circumstances Medical, dental & vision premiums 20,437 Web hosting 6,200 Aggregate liabilities (vendors less than $5,000) 8,010

524,103 Jumo is in the process of negotiations to reduce obligations on the lease and related expenses.

Jumo is in the process of returning unused grant funds to five foundations in accordance with written grant agreements. These foundations are The Ford Foundation, Knight Foundation, Omidyar Network, Pershing Square Foundation and Rockefeller Foundation and the total amount of funds that will be returned is approximately $488,944. Jumo is working with the foundations to return the funds prior to dissolution.

EXHIBIT F TO VERIFIED PETITION

2010 FORM 990

, ..

Form g·gd Return of Organization Exempt From Income Tax Under section 50l(e), 527, or 4847(a)(1) of thelnteme' Revenue Code [except black lung

OM. No 154:1-0047

2010 O~l 01 "'. T_\I'r lnillmal Aftllllue Ioe • The organIZation may have to use a copy of thIS return to satisfy state reporting requirements.

benef" trult or prlvete founcAtlon) ()pen to'n tlon

B CNC\1l applk;eble

o=:­Cl\MlgeD N

­

[X]~= DTermn­

aIM!

o=­D~pIl~

lion plIndlng

I Tax-exemct status: [X] S011el13\ [ ] SOlCe\( l .... Iinsert no \ [ J 4947Ia)(1\ or [ ] 527

J Website: ~ WWW • JUMO • COM

K Form of oraaOlullOn [X] Corporation [ ] Trusl r ] Assoclallon [ ] Other. IL Year 01 formation 20 1 01 M State of feaal domICile NY

Part.1 Summary 1 Snefly descnbe the organization's mISsIOn or most slgnrflcant actIVities: JUMO IS A SOCIAL NETWORK

3 CONNECTING INDIVIDUALS AND NON-PROFIT ORGANIZATIONS.c

~ 2 Check thiS boX • o r1 the organization dISContinued Its operations or disposed of more than 25% of Its net assets.

A For the 2010 calendar ye." or t•• ye.' begin"Ing JAN 25 , 2010 and ending DEC 31 , 2010

C Name of organtzatlon

JUMO INTERNATIONAL, INC.

Dolnn BUSiness As Number and street (or PO bOlt If m~lIls not delrvered 10 slreel addless) ~ooml$Ulte 113 SPRING STREET RD FL City or town, state or country, and ZIP +4 NEW YORK, NY 10012

F Name and address of pnnclpaJ officer:l<RI STEN TITUS

113 SPRING STREET, 3RD FLOOR, NEW YORK, NY

0 Employer Identification number

27-1746715

E Telephone number

212-334-9100

G QI'O•• ~Pla$ 2,671,665.

H(e) Is thiS a group return

tor affihates? Dves OONo H(b) Are all affillaies Included? 0 Ves 0 No

If •No,' attach a hst_ (see InstructionS)

H(cl Groue exemption number ~

> 0

CJ ...

i ~

~

• c ~

3 Number of voting members of the governing body (Part VI, hne 1a)

4 Number of Independent voting members of the governing body (Part VI, Irne 1b)

5 Total number of Individuals employed In calendar year 2010 (Part V, hne 28)

6 Total number of volunteers (estimate rf necessary)

7 a Total unrelated busInass revenue from Part VIII, column (C), hne 12

b Net unrelated bUSIness taxable Income from Form 990·T line 34

8 Contributions and grants (Part VIII, hne , h)

9 Program service revenue (Part VIII, line 2g)

rt VIII, column tA), hnes 3. 4, and 7d) c!_~&t~rnme (P,

~l

" column (AJ, lines 5. 6d, Be. 9c, 10c. and 1'e)

12 Total revenue -ao~ ~s 8 through 11 (must eouaJ Part VIII column (A), line 12)

{dA'Grit2ar?dldl'mllar'i .unts paid (Part IX. column (A). lines 1-3)

14 Benefits palCl to 01 ",embers (Part IX, column (A), hne 4)

'Jt1El~~otllfJJfmpe satlOn, employee benefits (Part IX, column (A). hnes 5-10) ~ "J. fees (Part IX, column (A). IlOe 11 e)-1­ b Total fundrals,ng expenses (Part IX, column (0), hne 25) ~ 76, 654 • w 17 Other expenses (Pan IX. column (A). hnes 11a-11d, 111,241)

18 Total expenses. Add IIna8 13-17 (must equal Part IX, column (A), hna 25) en 19 Revenue less expenses. Subtract line 18 from line 12 ~

~

i~ 20 Total assets (Part X, hne 16)

21 Totaillabilltl8s (Part X, line 26)

22 Net assets or fund balances. Subtract hne 21 from line 20 ,brt II ISignature Block

3 7

4 6 5 17 6 0

7e O. 7b O.

Prior Year Current V.ar

2,639,686.

O. 2,076.

29,903.

2,671,665.

O. O.

487,375.

O.

293,189.

780,564.

1,891,101.

Ilatnnlna ot Currlnt VII' End of V••r

1,961,179.

70,078. 1,891,101.

Pl'lN

Paid Preparer fum's name FRUC HTER ROSEN

Use Only Fum's address ~ 156 WEST 56TH STREET

NEW YORl< NY 10019

Prepare"s SlOnalurt US SALIBA

MANAGING DIRECTOR

& CO. P.C.

Type or pont name and Iltil

Signal eo

KRISTEN TITUS,

PnnVType preparel's name

GUS SALIBA

\

Phone no

032001 02-22·11

"

Part IIIForm 990 201() JUMO INTERNATIONAL INC. 27-1746715 P e2

Statement of Program Service Accomplishments Check If SchedUle 0 contallls a response to any question In this Part III !Xl

Bnefly descnbe tl\e organIZation's missIOn:

SEE SCHEDULE 0

2 Old the organization undertake any signifICant program services dunng the year whICh were not listed on

the pnor Form 990 or 99O-EZ? Dyes [X] No If 'Yes,' descnbe these new servICes on Schedule O.

3 Old the organization cease conducting, or make slgnlflcant changes In how It conducts, any program serviCes? Dyes lXJ No If 'Yes,' descnbe these change. on Schedule O.

4 Descnbe the exempt purpose achIevements for each of the organIZatIOn's three largest program services by expenses.

SectIOn 501 (c)(3) and 501 (c)(4) organIzatIOns and sectIOn 4947(a)(1) trusts are required '0 report the amoun' of grants and

alloca'ions to other'S, the total expenses, and revenue, If any, for each program servICe reported.

ORGANIZATIONS.

.b (Code: _ ) (Expenses $ Includlllg grants of $ ) (Revenue $ _

40 (Code: _ ) (Expenses $ Including grants of $ ) (Revenue $ _

4d Other program servIces. (Descnbe In Schedule 0.)

(Expenses S Including grants of S ) (Revenue S 4e Total program service upenles • 62 7 , 405 •

032002 Form 990 (2010)

12·21·10

2 18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

.'

Form 990 (2010) JUMO INTERNATIONAL, INC. 27-1746715 Page 3 IPart IV IChecklist of Required Schedules

1

2

3

4

5

8

7

8

g

10

11

it

b

c

d

0

f

12.

b

13

14a

b

15

18

17

18

19

20. b

Is the organIZation descnbed In sectIOn 50' (c)(3) or 4947(a)(1) (other than a pnvate foundation)?

If ·Yes, • complete SchecAJIe A

Is the organizatIOn required to complete SchedlJI. B. Schedule of Contnbutors?

Old the organization engage In dIrect or Indirect pollhcal campaign activIties on behatt of or In oppositIon to candidates for

publIC office? II ·Yes, ' complete Schedule C, Part I

section 501 (c)(3) organization.. Old the organIZation engage In lobbYing actIVIties, or have a section 501 (h) election In effect

during the tax yeat1/f "Yes, • complete SchecAJle C, Part II Is the organizatIOn a sectIOn 501 (c)(4) , 501 (c)(5), or 501 (cl(6) organization that receIVes membershIp dues, assessments, or

SImilar amounts as defined In Revenue Procedure 98·19?1I ·Yes, • complete Sch~/e C, Part III

Old the organlZatton maintaIn any donor adviSed funds or any SII'mlar funds or accounts where donors have the nghtto

provide acMce on the dlStnbutlon or Investment of amounts In such funds or accounts? If ·Yes, • complete SchKJule D, Part I

DId the organizatIon receIVe or hold a conservatIon easement, including easements to preserve open space,

the enVIronment, histone land areas, or hlstonc structures? ff •Yes, • complete Schedule D. Part /I

Old the organizatIon maintain collectIOns of wor1ts of art, hlstoneal treasures, or other SImIlar assets? If ·Yes,· complete

Schedule 0, Part III

Old the organization report an amount In PiU1 X, line 21; serve as a cUslodJan for amounts not lISted In Part X: or prOVide

credit counseling. debt management, credft repair. or debt negotIation servtces?" ·Yes,· complete Schedule D. Part IV

Old the organizatIon, directly or through a related organIzation, hold assets In term. permanent, or quasl-endowments?

If ·Yes, • complete Schedule 0, Part V

If the organIzatIOn's answer to any of the follOWing questIOns IS 'Yes,' then complete Schedule D. ~arts VI. VII, VIII, IX, or X

as applICable.

Old the organizatIon report an amount for land, buddlngs. and equIpment In Part X. line 10?1f 'Yus, • complete Schedule D,

Part VI

Old the organIzation report an amount for Investments· other S8Cuntles In Part X,I/nIt 12 that IS 596 or more 0' Its total

assets reported In Part X, line 16? If 'Yes, ~ complete Schedule D, Part VII

Old the organtzatlon report an amount for Investments· program related In Part X, hne 13 that 18 5% or more of Its total

assets reported In Part X, line 16? If ·Yes,· compJ8te Schedule D, Part VIII

Old the organization report an amount for other assets In Part X, line 15 that IS 5% or more of Its total assets reported In

Part X, lll'le 16? " ·Yes, ~ complete Schedule D, Part IX

Old the organIzation report an amount for other liabilitIes In Part X, lIne 25? " 'Yes, • complete SchfKiule D, Part X

Old the organization'S separate or consolidated finanCIal statoments for the tax year Include a footnote that addresses

the organlzatlon's lIabtllty for uncertain tax positrons under FIN 48 lAse 740)? If 'Yes,' complete Schedule D, Part X

Old the organization obtain separate, Independent audited nnanclal statements for the tax year? If ·Yes, • complete

Schedule D, Parts XI, XII, and XJIJ Was the organizatIOn Included In consolidated, Independent audtted finanCIal statements for the tax year?

If ~Y9S, • and If the organIZation answered "No· to Ime 12.. then completing Schedule D, Parts XJ, XII, and XIII IS optional

Is the organization a school descnbed In sectIOn 170(b)(1)(A)(II)71f ·Yes,· complete Schedule E

Old the organization maintaIn an office, employees, or agents outSide of the United States?

Old the organIzatIon have 8ogreoate revenues or 8Jlpenses of more than $10,000 from grantmaklng. fundralSlng. bUSiness,

and program servIce actIVities outSide the United States?/f ·Yes, " complete Schedule F, Parts I and IV

Old the organizatIOn report on Part IX, column (A), hne 3, 1110re than $5.000 of grants or assistance to any organIzation

or entity located outside the United States? If ·Yes, • complete Schedule F, Parts II and IV

Old the organization report on Part IX, column (A). line 3, more than $5,000 of aggregate grants or assistance to IndIViduals

located outSide the United States7 If ·Yes, • complete SchedUle F, Parts III 8fId IV

Old the organizatIOn report a total of more than S1 5.000 of expenses for profeSSIOnal fundralSlng servICes on Part IX.

column (A), lInes 6 and 11 e? If ·Yes, • complete SChedule G, Part I

Old the organizatIOn report more than S15.000 total of fundral8lng event gross Income and contnbutlons on Part VIII, lines

1c and Ba?1f ·Yes, • complete SchecAJ/e G, Pm II

Old the organIzatIon report more than $15,000 of gross Income from gaming actIVities on Part VIII, line 9a?1f ·Yes,·

complete Schedule G, Pm 1/1 Old the organIZatIon operate one or more h09prtals?1f 'Yes, • complete SchfKiu/e H

If 'Yes' to line 20a. did the organIZatIon attach Its audrted finanCial statements to thiS relum? Note. Some Form 990 filers that

ooerate one or more hosDrtals must attach audited flnanc,al statements Is" I(lstructlons)

Yes No

1 X 2 X

3 X

4 X

5

e

7

X

X

8 X

g X

10 X

11a X

11b

11e

11d

1,.

11f

12. X

X

X

X X

X

12b

13 14.

14b

15

X X X

X

X

HI

17

X

X

18 X

19 X 20.

20b

X

Form 990 (2010)

WlOO3 12.21.10

3 18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

--------------­

21

22

23

c

Form 990 (2010) JUMO INTERNATIONAL, INC. 27-1746715 Paa' 4 I Part IV IChecklist of Required Schedules (continued)

24'

b

d

25a

b

28

27

28

•

b c

29 30

31

32

33

34

35 it

38

37

38

Old Ihe organizatIon repot1 more than $5,000 of grants and other alSlStancelo governments and organizations In Ihe

United States on Part IX, column (A). hne17 If ·Yes.· complete Schedule I. Parts I and II

O,d the organIzatIOn report more than $5,000 of grants and oth.r asSIstance to IndIViduals In the United States on PQft IX,

column W, hne 2? If ·Y,s, • complete Schedule I, Parts I and 11/

21

22

Y.. No

X

X Old the organization answer 'Yes' to Part VII. SectIOn A, line 3. 4, or 5 about compensation of the organIZation's current

and former officers. directors. trustees, key employees, and highest compensated employees? If "Yes. • complete

ScheduleJ

Old the organIZatIOn have a tax"itxempt bond Issue with an outstanding pnnclpaJ amount of more than $100.000 as of the

last day of the ye8l, that was Issued after December 31, 2002? If ·Yes•• answer Imes 24b through 24d and complete

23 X

Schedule K If 'No', go to Ime 25 24, X Old the organIZation Invest any proceeds of tax-exempt bonds beyond a temporary pened exception? 24b Old Ihe organIZation maintain an escrow account other than a refunding escrow at any t,me dunng the ye81 to defease

any tax"itxempt bonds? 240 Old the organizatIOn act as an "on behalf of· Issuer for bonds outstanding at Dny time dunng the year? 24d Section 501 (cU3) and 501 (c)(4) organizations. Did the organization engage In an excess benefit transaction wr1h a

dl8qualr1Jed person dunng the y8al? If ·Yes. • compl.te Schedule L, Part I

Is the organization aware that It engaged In an excess benefit transaction with a disqUalified person In a pnor year, and

that the transactIOn has not been reported on any of the organlzatlon's pnor Forms 990 or 99(}EZ? If "Yes, • complere

25, X

Schedule L. Part I

Was a loan to or by a current or former officer, director. trustee, key employee, highly compensated employee. or dISqualified

25b X

person outstanding 88 of the end of the organlZatlon's tax year? If ·Yes. • complet. Schedule L, Part II

Old the organization provide a grant or other assistance to an offICer. director, trustee. key employee. sUbstantial

contnbutor, or a grant selection committee member, or to 8 person related to such an IndIVidual? If ·Yes," complete

28 X

Schedule L. Part 11/ Was the organization a party to a bUSIness transaction with one of the folloWing partieS (s.. Schedule L, Part IV

Instructions for applicable filing thresholds, conditions. and exceptions):

27 X

A current or former offICer, director. trustee. or key employee? If ·Yes.· complet. Schedule L, Part IV 28, X A family member of a current or former officer, director. trustee, or key employee? If ·Yes,· complete Schedule L. Part IV

An entity of which a current or former officer. director. trustee, or key employee (or a family member thereof) was an officer,

28b X

director, trustee, or direct or Indirect owner? If ·Yes.· complete Schedule L. Part IV 28c X Old the organization receIVe more than $25.000 In non-cash contnbutlOns? If ·Yes." complete Schedule M Old the organization receIVe contnbutlons of art. hlstoncal treasures. or other slm~ar asset•• or qualified conservallon

28 X

contnbuttons? If "Yes, • complet. Schedule M 30 X Old the organization liqUidate, terminate. or dISsolve and cease operations?

If ·Yes•• complete SchedUle N. Part I 31 X Old the organIZatIOn sell, exchange. dISpose of. or transfer more than 25% of Its net assets? If ·Yes. • complete

Schedule N. Part II

Old the organization own 100% of an enllty dISregarded as separate from the organizatIOn under RegulatIOns 32 X

secUons 301 1701·2 and 301.7101·3? If ·Yes.· complete SchedUle R, Part I

Was the organIZation related to any tax-exempt or taxable entity? 33 X

If ·Yes, " complete Schedule R. Parts II. III, IV. and V, line 1 34 X Is any related organization a controlled entity wlth'n the meaning of section 512(b)(1 3)?

Old the organIZation receIVe any payment from or engage In any transactIOn with a controlled enllty wlth,n the meaning of

section 51 2(b)(13)? If 'Yes, • complete Schedule R, Part V, Ime 2 o Yes [Xl No Section 501 (c)(3) ora-niz.etions. Did the organization make any transfers to an exempt non-chamable related organIzation?

35 X

If ·Yes• .. complet. SchedUle R. Part V, line 2

Old the organization conduct more than 5% of Its actIVitIeS through an entity that IS not a related organization 38 X

and that IS treated as a partnership for federal Income tax purposes? If ·Yes, • complet. Schedule R, Part VI

Old the organizatIOn complete Schedule 0 and prOVide explanations In Schedule 0 for Part VI, hnes 11 and 19? 37 X

Not•• All Form 990 filers are reaulred to cornelete Schedule 0 38 X Form 990 (2010)

002004 12·21·10

4 18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

Form 990 2016 JUMO INTERNATIONAL INC. 27-1146115 Pa .5

11111 Yn No

3 1b 0

1c X

I2a I 17 2b X

3. X 3b

401 X

5a X 5b X 5c

6. X

8b

7. X 7b

7c X , 7d I

7• X 7f X 7a X 7h X

8

9. Vb

1,0.1 10b

11.

11b

12a "12b 1

138

l13b I 13c

14. X 14b

Form 990 (2010)

Statements Regarding Other IRS Filings and Tax Compliance Check If Schedule 0 contwns a response to any questIOn Ul thIS Part V 0

1. Enter the number repol1ed In Box 3 of Form 1096. Enter ~ rf not applICable

b Enter the number of Forms W·2G included In hlle la. Enter (). If not applicable

C Old the organIZation comply WYlh backup WIthholding rules for repol1able payments to vendors and reportable gaming

(gambbng) WInnings to prize winners?

2a Enter the number 0' employees reported on Form W'3, Transmittal of Wage and Tax Statements.

filed ror the calendar year ending with or withIn the year covered by thiS return

b If at least one IS reported on line 28, did the organizatIOn file all required 'ederal employment tax returns?

Not•• If the sum of lines ta and 2a IS greater than 250, you may be reqUIred to e-file. (see IIlstnJctlons)

:sa Old the organIZatIOn have unrelated buSiness gross Income of $1,000 or more dunng the year?

b If ·Yes,· has It filed a Form 99C).T 'or thiS year? If "No, " provide an uplanat/on In Schedule 0

4a At any time dunng the calendar year, did the organization have an Interest In, or 8 signature or other authonty over, a

finanCial account In a foreign country (such as a bank account, securities account. or other finanCial account)?

b I' ·Yes,· enter the name 0' the foreign country: ~

See tnstnJctlons for fIlIng requirements for Form TO F 90-22.1, Report 0' Foreign Bank and FinanCIal Accounts.

5a Was the organrzatlon a party to a prohlbrted tax shelter transaction at any time dunng the tax year?

b Old any taxablo party notify the organlzallon 'hat It was or IS a party to a prohibited tax shelter transaction?

c If ·Yes,· to hne Sa or Sb. did the organization file Form 8886·T?

ee Does the organization have annual gross receipts that are normally greater than $tOO.OOO. and did the organizatIon sollcrt

any contnbutlons that were not tax deductible?

b " ·Yes: did the organization Include with every solicitatIon an express statement that such contnbutlons or gifts

were not tax deductIble?

T OrganiUltlon. that may receive deductlbl. contributions under section 170(e).

II Old the organIZation receIVe a payment In axcess of $75 made partly as a contnbutlon and partly tor goOds and selVle" prov(ded to the payor?

b If ·Yes,· dId the orgamzat,on notify the donor of the value of the goods 01 servICes prOVIded?

c Old the organization sell. exchange. or otherwise dISpose of tangible personal propel1y for wtllch rt was reqUIred

to file Form 8282?

d If "Yes: Indicate the number of Forms 8282 filed dunng the year

• DId the organization receIVe any funds, directly or Indirectly, to pay premiums on a personal benefit contract?

Old the organization, dunng the year I pay premiums, directly or Indirectly, on a personal benefit contract?

9

, If the organIZatIOn received a contribution of quatlfled Intellectual propel1y. did the organizatIon 'I'e Form 8899 as reqUired?

h If the organtzatlon receIved a contribution of cant, boats, lIlrplanes. or o,her vehICles, did the organIzation file a Form 1098·C?

8 Sponsoring orglnlza110nl maintainIng donol Idvlsed tundllnd section 50V(I)(31Iupportlnl orglnllil/oni. Old the supporting

oroanlutlon, or a donor adVised tund mamtalned by a sponsonng orgaOlzatlon. have excess bus,"ess holdings al any lime dunng Ihe year?

9 Sponsoring organizations maintaining donor advised funds.

• Old the organizatIOn make any taxable dlstnbut'ons under sectIOn 49661

b Old the organizatIOn make a dlstnbutlOn to a donor. donor advisor, or related person?

10 Section 501 (c)(T) organizations. Enter:

a InitIatIon 'ees and capital contnbutlons Included on Part VIII, hne 12

b Gross receipts, Included on Form 990. Par1 VIII, Itne 12, 'or publIC use of club 'aclli'les

11 Section 501 (c)(12) organization•• Enter:

a Gtoss Income from members or sharehokiers

b Gross Income 'rom other sources (Do not net amounts due or paid to other sources aga.nst

amoun,s due or receIVed from them.)

12a Section 4947(a)(1) non-exempt charitable trusts. Is the organization filIng Form 990 In lieu of Form 1041?

b If ·Yes.· enter 'he amount of tax-exempt.nterest received or accrued dunng the year

13 Section 501(<:)(28) qualified nonprofit hearth Insurance issuers.

a Is the organiZation licensed 10 Issue qualified health plans In more than one state?

Note. See the Instructions for additional Information the organization must repol1 on Schedule 0 b Enter the amount of reserves the organization IS reqUIred to maintain by the states In which the

organization IS licensed to Issue qualified health plans

c Enter the amount of reserves on hand

14a Old the organIzation receIVe any payments for Indoor tanning servICes dunng the tax year?

b If 'Yes' has It filed a Form 720 to report these oavmants? If "No" orov/(;1e an uDJanatlon In Sched4J/e 0

0:J2000 12·:11·10

5 18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

-_ _-_ .._--- -----------_.__ ._--­

-------------------

00

Form 990 2010 JUMO INTERNATIONAL INC. 27-1746715 Pa e 6 GoyemanC8, Management, and Disclosure For each "Yes' response to Imes 2 through lb below, aIld fOf. "No· ,,"pons.

~...:-...,;.....~ to Ime S.. Sb. or 10£1 below, descnbe the clfcumstances. processes, or chartges In Schedule 0 See mstlUCfJons.

Check rf Schedule 0 contall'\s a resPO!!se to any questIOn In IhlS Part VI

Section A. Goveming Body and Manaaement

1. Enter the number of voting members of the govemlnQ body at the end of the tax year I 1. I b Enter the number of vo1lng members Included In line 1•• above, who are Independent I 1b l

2 Old any offICer, dll'ector, trustee, or key employee have a famltv relationship or a bUSiness relatIOnship wrth any other

offICer, director. trustee, or key employee?

3 Old the organization del8l;late control over management dutieS customantv performed by or under the dJr8ct superviSIOn

of officers, directors or trustees. or key employees to a management company or other person?

4 Old the organization make any SignifICant changes to 1t8 governing document8 Since the pnor Form 990 was filed?

5 Old the organization become aware dunng the year of a Significant dlVeM;lon of the organization's assets?

6 Does the organizatIOn have members or stockholders?

7.. Does the organIZation have members, stockholders. or other persons who may ./ect one or more members of the

govem,,'O body?

b Are any decISions of the governing body subject to approval by members. stockholders, or other persons?

8 Old the organizatIon contemporaneoustv document the meetIngs held or wntten actions undertaken dunng the year

by the folloWIng:

it The governIng body?

b Each committee with authority to act on behalf of the governing body?

9 Is there any officer, director, trustee, or key employee listed In Part VII, SectIon A. who cannot be reached at the

orQanlzatlon'S malhna address? If 'Yes "Drovlde the names and addresses In Schedule 0 Section B. Policies (This SectIon B reauests mformatlon about DoJICJeS not mOUlfed bY the Internal Revenue Code.)

10a Does the organiZatIon have local chaplers, branches. or affihates?

b If 'Yes,' does the organization have wntten poliCies and procedures gover",ng the actIvitieS of such chapters. affiliates,

and branches to ensure thelf operations are consistent With those of the organization?

11a Has the organIZation provided a copy or thiS Form 990 to all members of I1s govemlng body betore filing the form?

b oescnbe In Schedule 0 the process, If any. used by the organization to reVIew thiS Form 990.

12a Does the organIZation have a wrrtten conflict of Interest policy? If "No, • go to line 13

b Are officers, directors or trustees, and key employees reqUIred to disclose annualtv ,nterests that could gIVe nse

toconflJcts?

c Does the organization regularty and conslstenttv monitor and enforce compliance with the policy? If ·Yes, • c:Jescnbe

In Schedule 0 how this IS done

13 Does the organIzation have a wrrtten whlstleblower policy?

14 Does the organizatIOn have a wrrtten document retention and destructIOn polICY?

15 DId the process for determInIng compensatIOn of the follOWing persons Include a review and approval by Independent

persons, comparablhty data. and contemporaneous substanllatJon of the deliberation and deciSIOn?

8 The organization's CEO, executive DIrector, or top management offICial

b Other officers or key employees of the organIZatIOn

""Yes'to line 15a or 15b, descnbe the process In Schedule O. (Seelnstnlctrons.)

HI. Old the organIZation Invest tn, contnbute assets to, or partiCipate In a JOint venture or Similar arrangement with a

taxable entity dunng the year?

b If ·Yes,· has the organization adopted a wntten policy or procedure reqUlnng the organtzatlOn to evaluate Its partiCIpatIOn

In JOInt venture arrangements under applicable federal tax law, and taken steps to safeguard the organlzatlOn's

exemot status with resoect to such arranaements?

Section C. Disclosure

7 6

2

3

4 5 6

7, 7b

6. 8b

9

Ves No

X

X X X X

X X

X X

X

Vet No

10. X

10b 11. X

12. X

12b X

12c X 13 X 14 X

15. X 15b X

18. X

18b

17 ust the states with whICh a copy of thiS Form 990 IS reqUIred to be filed ~NY18 Section 6104 requires an organization to make Its Forms 1023 (or 1024 rf applICable), 990, and gQC).T (501 (c)(3)s only) aVailable for

publIC InspectIOn Indicate how you make these available. Check all that apply.

o Own webstte 0 Another's website [XJ Upon request

19 Descnbe In Schedule 0 whether (and If so, how), the organizatIOn makes Its govemlng documents, conflict of Interest polICY, and financ'a1

statements available to the public.

20 State the name. phYSICal address, and telephone number of the pen;on Who possesses the books and records or the organizatIon: ~

KRISTEN TITUS - 212-334-9104 ----- ­113 SPRING STREET 3RD FLOOR, NEW YORK, NY 10012

032006 Form 990(2010)

12-21-10

6 18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

Form 990 2010 JUMO INTERNATIONAL INC. 27 -1 746715 Pa 7 '-'--__--' Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated

Employees, and Independent Contractors Check If Schedule 0 cont81ns a response to any question In this Part VII . 0

Section A. Offioers, Oir8Cto~, Trustee., Key Employees, and Highe.t Compensated Employees

, 8 Completetl'ilS table lor all pe~ons required to bl lISted Report compensatIon tor thl calendar year endIng WIth or within thl organlutlon's tax year

- Ust all of the organization's cUlTent offICers, dlrec:10rs, trustees (whether IndIViduals or organizatIOns), regardless of amount of compensation. Enter -0- In columns (0), (E), and (F) If no compensation was p81d.

- ust all of the organrzatlon's cUlTent key employees, If any. See InstNcllons for definrtlon of 'key employee.' - lIstlhe organIZation's fIVe current highest compensated employees (other than an officer, dlrector,trustae, or key employee) who receIVed repor1able

compensatIon (Box 5 of Form W·2 and/or Box 7of Form 10g9-MISe) 01 morelnan S100,000 from the organlLatlon and any 'elated organizations. - ust oJl of the organ/zatlOn's former officers. key employees, and hIghest compensated employees who rec:el'led more than S100,000 of

reportable compensation from the organization and any related organizations. -usl all of the organIzation's former directonl or tNStee. that receIVed, In the capacity as I former director or trustee of the organizatIOn,

more than $10,000 of reportable compensatIOn from the organizatIOn and any related organizations. Ust persons In the following order: IndIVIdual tNste" or directors; Instrtutlonal trustees; officers; key employees; highest compensated employees; and former such persona.

DiedCheck thIS box If nerther the orcanlzatlon nor any re at oraanlzatlon comoensated any current 0 ffiIce, director or trustee.

W (B) (e) (0) IE) (F)

Name and Trtle Average POSition Reportable Reportable Estimated hours per (chec:k all that apply) compensation

from the

organization (W·2J1099·MISC)

58,334.

compensation from related

organ/zallons (W·2110gg·MISC)

o.

amount of other

compensation from the

organization and related

organizations

6,045.

week (descnbe hours for related

organizations In Schedule

0)

I tJ

I J

I I •I

:i I, J CHRI S HUGHES

EXECUTIVE DIRECTOR 40.00 X X JOEL CUTLER

SECRBTARY 1.00 X X o.

o.

o.

o.

o.

o.

o.

o.

o.

o.

o.

o.

o.

o.

o.

o.

o.

o.

MICHAEL SLABY

TREASURER 1.00 X X JAMES PALLOTTA

BOMD KEKBBR 1.00 X CHRI S BUHJtO

BOARD KEKBBR 1.00 X WILL RI'iHOLDS

BOARD KDlBZR 1.00 X SUSAli MCCUE

BOARD MIMBER 1.00 X KRUTJDl TITUS

ASSISTAHT TREAS. NON-VOTING MEMBER 40.00 X X 75,208. o. 9,093.

002007 12-21·10 Form 990 (2010)7

18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

2

1

Form 990 (2010) JUMO INTERNATIONAL , INC . 27 - 1746715 PageS

IPart VIII Section A. OffIcers Directors. Truste.s. KeY EmDloven and Hlahest ComDensated EmDlo, en (continued)

(A) (B)

Average houl1l per

week (desc:nbe hours for related

organizations In Schedule

0)

tC) POSItion

(check alilhat apply)

(D)

Reportable compensatIOn

from the

organization eN·'lll 099·MISC)

I II

I I

I I M

I I I, I

I

~ 133,542. ~ O. ~ 133,542.

(E)

Name and Iltle Reporlable compensation from related

organIZations rN·2Jl09g.MISC)

O. c Total from continuation sheets to Pa" VII. Section A

1b SUb·total O. o.d Total (add line. 1b and 1c)

(F)

Estimated amount of

other compensation

from Ihe organlzallon and related

organizations

15,138. o.

15,138. Total number of IndIviduals (including but not limited to Ihose lIsted above). who receIVed more than $100.000 In reporlable

compensatIOn from Ihe oraanlZatton ~ - o

3

4

5

Old the organization Itst any former officer, director or trustee, key employee, or highest compensated employee on

hne 1a7 If ·Yes, • complet. Schedule J for such mdNldusJ

For any individual hsted on hne la,I9the sum of reporlable compensation and 01her compensation from the organizatIOn

and related organizations greater than $150,0001. If ·Yes, • complete Schedul. J for such mdlVldusJ

O,d any pel1lon listed on bne la receIVe or accrue compensatIOn from any unrelaled organizatIOn or IndIVIdual for seNlceS

rendered to the oraanlZatlOn1 If ·Yes • comole'e Schedule J for such oerson

Vn No

3 X

4 X

5 X ~tlon B. Independent Contractors

Complete thiS table for your five highest compensated Independent contractors that received more than $100,000 of compensatIOn from

the oroanlzatlon. NONE (A)

Name and buSIness address (B)

Descnpllon of services (C)

Compenaatlon

Total number of Independent contrac1ors (Including but notllmrted to those listed above) who receIVed more than

$100000 In comoensa110n from the oroanlzatlon ~ 0 Form 990 (2010)

002001 12·21.10

8 18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

2

Form 990 (2010) JUMO INTERNATIONAL , INC . 27 1746715- 9Pac.

IPart VIII I Statement of Revenue (A)

Total revenue (9)

Related 0' exempt functIOn

revenue

(e) Unrelated bUSIness revenue

(D) Revenue

excluded from tax under

sections S1 2.

~~ I!::S ~~ 2"'6t~.,j'Eg'; '~j 'Socl ~,.

1 a Federated campaigns ,. b Memb9rshlp dun 1b

c Fundralslng events 1c

d Related organizatIons 1d

• Government grants (contnbutlons) ,. f All oth,r contnbuhons. gifts. grants. and

Similar amounts not Included abov, 1f

II No_It QOlIlIIblltlofta iIlclIIcled 1ft 1111_ ,." s h Total. Add lines lao"

2, b

0

d

e

f All other program servIce revenue

A Total. Add hnes 2a-2f 3 Investment Income (Includll'lg dividends, I

other Similar amounts)

4 Income from Investment of tax-exempt bo

5 Royalties

(i) Real

8 a Gross Rents 29,903. b Less: rental expenses

c Rental Income or (loss) 29,903. d Net rental Income or Ooss)

7 a Gross amount from sales of (I) SecUriti

assets other than Inventory

b less: cost or other bBSls

and sales expenses

c Gain or (loss)

d Net gain 0' 0088)

8. Gross Income from fundralSlng events (not

Including S of

contnbutlons repOrted on hne 1c). See

Part IV,ltn. 18 b Less: direct expenses

c Net Income or 00S8) from fundralSlng even

9 • Gross Income from gaming actIVities. See

Part IV. hne 19 b less: direct expenses

c Net Income or (loss) Irom gamIng actlVrtles

10 • Gros' sales of Inventory,less returns

and allowances

b less: cost of goods sold

c Net Income or nos,) from sales of Inventorv

nterest, and

nd proceeds

es

ts

'f~!e: r ~

! i,. c! "­.! 0

MIscellaneous Revenue

11.

b

c

d All other revenue

e Total. Add lInes l1a·11d

12 Toll' reWlnUI. See Inslrucllons

513,or514

~,639,686.

• ~,639,686. BUSiness Code

• • 2,076. 2,076.

•• (II) Personal

29 r 903. 29,903.~

(II) Other

•

• b

• . a b

• • b

• BUSiness Code

• ,671,665. o. o. 31,979.•002009 12·21·'0 Form 990 (2010)

9 18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

"

Form 990 2010 JUMO INTERNATIONAL INC. 27 -1 7467 15 P .10 Statement of Functional Expenses

SecrlOn 501 (c)(3) WId 50J(c)(4) orgWla.tlon, tnJst complere 8/1 columns All other orpanaalions tnJst complet. co~mn (AJ bur life not requued to campier. columns (8), (e) and (0)

1

2

3

4

5

8

7 8

9 10

11

12

13 14

16 16

17

18

19

20 21 22

23 24

Do no' include amounts repOrted on line. ab, 7b, 8b, 9b, and 10b of Part VIII.

Grants and other asslslance to govemments and

orgaOluliOns In the US. SM Part rv, /ln8 21 .. Grants and other assIStance to IndIViduals In

the U.S. See Part IV, hne 22

Grants and other assistance to govemments,

organizations, and IndiViduals outside the U.S.

See Part IV. lines 15 and 16

Benefits paid to or lor members

CompensatIOn of current offICers. directors,

trustees, and key employees

Compensation not Included above. to dlSquallhed

persons (as defined under sectIon 4958(1)(1)) and

persons deSCribed In secllon 4958jc)(3)(B)

Other salanes and wages

Pension plan contributions (Itlclude section 401(k)

and seehon 403(b) employer contnbut'ons)

Other employee benefits

PayroM taxes

Fees for services (non'employees)

it Management

b Legal

c Accounting

d LobbYing

• Prolesslonallundralslng selVlces See Part IV, hne 17

f Investment management fees

9 Other

AdVertiSing and promotIOn

Office expenses

Information technology

Royalties

Occupancy

Travel

Payments of travel or entertainment expenses

for any federal. state, or local publIC officials

Conferences, conventions, and meetings

Interest

Payments to affiliates

DeprecIation. depletion, and amortization

Insurance

Other expenses "ema. expenses not covered olbove (list miscellaneous expenses In line 24f If line 241 amount exceeds 10". of ~ne 25. column CA) amount, list hne 24f expenses on Schedule 0 )

• NON CAPITALIZED PROPERT b REPAIRS AND MAINTENANCE c CREDIT CARD AND PROCESS d CONTRIBUTIONS

• f All other expenses

Tot,/funcllon,luDlnln. Add lines 1lhrouah 24f

Joint COlli. Check here ~ 0 If follOWing SOP

98-2 CASC 95a-nO) Complete thIS line only If the organization reported In column (B) 10lnt costs trom a combined ,ducatlonal campaion and lundraiSing solicitation

Total ~penses

148,681.

289,564.

11,873. 37,257.

1,240. 29,606.

7,078. 5,136.

25,511. 32,140.

102,956. 18,332.

7,042.

30,819. 5,231.

9,088. 7,061. 6,377. 5,572.

780,564.

(B) Program service

exoenses

92,044.

277,434.

10,009. 31,412.

1,240. 11,119.

6,016. 5, 136.

19,085. 19,862.

86,801. 9,166.

4,929.

29,928. 4,410.

7,662. 4,942.

638. 5,572.

627,405.

Manag~~ent and aeneraJ expenses

25,888.

10,345.

983. 3,079.

17,632.

1,062.

5,232.

8,512.

353.

469. 433.

751. 1,766.

76,505.

FunJ?Jlsing expenses

30,749.

1,785.

881. 2,766.

855.

1,194. 12,278.

7,643. 9,166.

1,760.

422. 388.

675. 353.

5,739.

76,654.25 28

0'32010 12·21·10 Form 990 (2010)10

18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

Form 990 (2010) JUMO INTERNATIONAL, INC. 2 7-1 7467 15 PaQ811 IPart X·I Balance Sheet

1/1

Ii 1/1

~

g III

:D 10 ::;

e c,. ;j ~ c :J

L'­"­0

.':1 III

~ .. 1/1

v Z

1 Cash' non..nterest-beanng

2 Savings and temporary cash Investments

3 Pledges and grants receIVable, net

4 Accounts receIVable, net

5 Receivables from current and fOnTler offICers, directors, trustees, key

employees, and highest compensated employees. Complete Part II

of Schedule L

6 ReceIVables from other dlsqualrfled persons (as defined under SectIon

4958(f)(1)), persons descnbed In section 4958(c)(3)(B), and contnbuttng

employers and sponsonng organizatIOns of section Sal (c)(9) voluntary

employees' benefiCiary organizations (see Instructions)

7 Notes and loans receIVable, net

8 Invontones for sale or us.

V Prepaid elq)8nses and deferred charges

10. Land, bUildIngs, and eqUIpment: cost Of' other

basIS. Complete Part VI of Schedule 0 10,

b Less: accumulated depreCIation 10b 11 Investment•• publICly traded SecUntles

12 Investments' other secuntles. See Part IV, line 11

13 Investments· program-related. See Part IV, line 11

14 IntangIble assets

15 Other assets. See Part IV, hne 11

18 Total assets. Add I,nes 1 throuah 15 (must &Clual line 34)

17 Accounts payable and accrued expenses

18 Grants payable

19 Deferred revenue

20 Tax-exempt bond habllnles

21 Escrow or custodial account habllrty. Complete Port IV of Schedule 0

22 Payabies to current and former officers, dlrectol'll, trustees, key employee.,

highest compensated employees, and disqualifIed persons. Complete Part II

of Schedule L

23 Secured mortgages and note. payable to unrelated thIrd partIes

24 Unsecured note8 and loans payable to unrelated third partle8

25 Other 'Iabll,tles. Complete Par1 X of Schedule 0

28 Total liabilities. Add I,nes 17 throuah 25

Organizations that follow SFAS 117, check her. ~ 00 and complite lines 27 through 29, and lines 33 and 34.

27 UnrestrICted net assets

28 Temporanly restncted net assets

29 Permanently restncted net assets

Or~niution$that do not follow SFAS 117, check h.re ~

compl.te lines 30 through 34. 30 Capital stock or trust pnnclpal, or current funds

31 Paid-In or caprtal sutplus, or land. buildIng, or equipment fund

32 Retained earnings, endowment, accumulated Income, or other funds 33 Total net assets or fund balances

34 Totaillablirtres and net assets/fund balances

(A) Beginning of year

(8) End of year

543,607. 1,232,292.

9,677.

46,979. 5,678.

1

2

3 4

5

8 7

B 9

o. 10c 41,301. 11

96,000.

12

13 14

15 38,302. o. 18

17

1,961,179. 70,078.

o and

18

19

70,078.

20

21

22 23

24

25 O. 26

27 1,891,101.

1,891,101.

28

29

30 31

32 o. 33 o. 34 1,961,179.

Form 990 (2010)

032011 12·21·10

11 18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

Form 990 2010 JUMO INTERNATIONAL INC. 2 7- 17 46 7 15 Pa e 12 L..'-"""-;""';"''-' Reconciliation of Net Assets

Check If Schedule 0 contains a response to any questIOn 1/, this Part XI o 1 Total revenue (must equal Part VIII, column (A). line 12) ~1~ 2--,-,-=6,.-::7,,",,1~L..::-,6...;6...::5-.:. 2 Total expenses (must equal Part IX, column tA), hne 25) i---=2~r--_---=-~7~8~0...r.,..,5;..,6,:....;4...;... 3 Revenue less expenses. Sublrac111ne 2 from hne 1 ., p.-.;::3~1--_--:;1...J':......;;.8..;..9_1_t...::.,1..:0....;1::...:... 4 Net assets or fund balances at beginning of year (must equal Part X, 11Il. 33. column (A) 1--4~~ _

5 Other changes In net asset. or fund balances (.xplalllin Schedule 0) t-5"""-t--_:;--~:-:-~~_

8 Net assets or fund balances at end of year. Combine lInes 3 4 and 5 (must 9Clual Part X, bne 33 column (B») 8 1 , 891 , 10 1 • IPart XII FInancial Statements and Reporting

Check If Schedule 0 conta,ns a response to any Question In this Part XII

1 AccountIng method used to prepare the Fonn 990: D Cash 00 Accrual 0 Other

If the organIzatIOn changed ns method of accounting from a pnor year or checked "Other,' explain In Schedule O.

2a Were the organization's fnanclal statements compiled or reviewed by an Independent accountant?

b Were the organIzation's financial s1atements audited by an Independent accoun1ant?

c If 'Yes" to hne 2a or 2b, does the organizatIon have a committee that assumes responsIbility for oversight of tho audit,

reView, or compilation of Its financla/statements and selection of an Independent accountant?

If the organizatIon changed erther Its oversight process or selectIOn process dunng the tax year. explain In Schedule O.

d If 'Yes' to line 28 or 2b. check a box below to Indicate Whether the finanCIal statements for the year were ISsued on a

separate basIS. consolidated basiS, or both:

[X] Separate basiS 0 Consolidated basis D Both consolidated and separate basis

3. As a result of a federal award, was the organIZatIOn reqUired to undergo an audit or audits as set forth In the Single Audit

Act and OMB Circular A·133?

b If 'Yes," did the organizatIOn undergo the required audit or audits? If the organization dId not undergo the reqUired audit

or audits exela," whv In Schedule 0 and deSCribe any steos taken to underco such audits.

Yes No

28 2b X

X

2c X

3.

3b

X

Form 990 (2010)

002012 12·21·10

12 18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

SCHEDULE A OMS No 1$4&-0041

(Form'990 or no-Ell

Oeputtrwll olIN T_II'Y Inl..,.-' FWtMue s.mc.

Public Charity Status and Public Support Complete If the organization I. a seetJon 501 (c)(3) organization or a section

4847(a)(1) nonaxempt charitable trust.

• Attach to Form no or Form 990-EZ. • See separate Instructions.

2010 ()pen to Public

lnepeetlon

Name of the organization Employer identification number

JUMO INTERNATIONAL INC. 27-1746715 Reason for Public Charity StatuI "'" organizations must complete this par") See Instructions.

The organization IS not a pnvate foundation because" IS: (For lines 1 through 11, check only one box.)

1 D A church, conventIOn of churches, or association of churches descnbed In section 170(b)(1)(A)(i).

2 D A school descnbed In section 170(b)(1)(AWi). (Attach Schedule E.)

3 0 A hospital or a cooperatIVe hospital servIce organization descnbed In section HOtb)(1 t(A)(iii).

4 0 A medical research organization operated In con/unction with a hospital descnbed In section 170(b)(1)(A)(ill). Enter the hosprtal's name. city. and state: _

5 0 An organizatIOn operated for the benefit of II college or unrve~ny owned or operated by a governmental unrt descnbed In

section 170(b)t1)(A)pv). (Complete Part II.)

6 0 A federal. state. or local govemment or governmental unit descnbed In IItction 17OCb)(1)(A)tv).

1 C&J An organizatIOn that normally receIVes a SUbstantial part of rts support from a govemmental unit or from the general public descnbed In

section 110(b)(1)(A)(vi). (Complete Pan II.)

8 0 A community trust descnbed In section 170Cb)(1)(A)(vl}. (Complete Part II.)

9 0 An organIZatIOn that normally receIVeS: (1) more than 33 1/3,. of Its support from contnbutlons. membership fees, and gross receipts from

actIVities related to Its exempt functions' SUbject to certain exceptions, and (2) no more than 33 11396 of ns support from gross Investment

Income and unrelated bUSiness taxable Income Oess Section 511 tax) from bUSinesses acquired by the organizatIon after June 30. 1975.

See section 509ta)(2). (Complete Part III ) 10 0 An organization organized and operated exclUSIVely to test for publIC safety. See section 509t_)(4).

11 0 An organiZatIOn organized and operated exclUSIVely for the benefit of, to perlorm the functions of. or to carry out the purposes of one or

more publICly supported organIZations desc:nbed In sectIon 509(a)(') or sectIOn 509(a)(2). See section 509(8)(3). Check the box that

descnbes the type of supportIng organizatIOn and complete lines' 1e through 11 h.

8 0 Type I b 0 Type II c 0 Type /11 • Functionally Integrated d 0 Type '" • Other

e 0 By checking thIS box. I certify that the organizatIon IS not controNed dIrectly or Indirectly by on8 or more dISqualified persons other than

foundation managers and other than one or more publICly supported organizatIOns descnbed In sectIOn 509(a)(1) or sectIon 509(a)(2).

If the orgal1lzatlon receIVed a wntten determination from the IRS that It IS a Type I. Type II. or Type III supporting orgamzahon. check thiS box o Since August 17,2006. has the organization accepted any gift or contnbutlon from any of the follOWing pe~ons?9 (I) A person who directly or Indirectly controls. either alone or together WIth pe~ons descnbeclln (II) and (III) below,

the governing body of the supported organization?

(ii) A family member of a person descnbed In (I) above?

(iii) A 35% controlled entity of a person descnbed In [I) or (II) above?

h Provide the follOWing informatIOn about the supported organlzatlon(s).

Ye. No

(I) Name of supported organlutlon

(II) EIN 1111) Type of organizatIon

(descnbed on hnes '·9 above or IRe section

Iv) Is the organiZiltlon n cOl (I) listed In your ~oYernlng documenl?

tv) Old you notrty the organization In col (I) of your support?

(vi) Is the organizatIon In col (I) organized In the

US?

(vII) Amount of support

(188 Inltructlonl» Yes No Yel No Yes No

Tot81

LHA For Paperworil Reduction Act Notice, s.. the Instructions for

Form 890 or geO·Ez. Schedule A tForm 980 or eeO-El) 2010

032021 12-21- 10

18180512 135009 9049 2010.03040 13

JUMO INTERNATIONAL, INC. 9049 1

2INC.Fonn 990 Of 990· 2010 JUMO INTERNATIONAL

Seetlon u c Upport Calendar Yllr (ar IIsCiI year beginning In) ~

1 Gifts. grants, contnbutlons, end

membenlhlp fees recerved. (Do not

Include any ·unusual grants.·)

2 Tax revenues levied for the organ'

Izatlon's benefit and either paid to

or expended on rts behalf

3 The value of sefVlces or faCilities

furnIShed by 8 governmental unit to

the organIzation without charge

4 Total. Add hnes 1 through 3

5 The portIOn of total contnbutlons

by each penlon (other than a

governmental unit or pu~cly

supported organIZation) Included

on hne 1 that exceeds 2% of the

amount shown on line 11.

column (I)

8 PUblic sUDDor1. SUb'''''' II ... 5 110m lin. 4

la) 2006 Ib) 2007 Ie) 2008 let 2009 Ie) 2010 to Tolal

2639686. 2639686.

2639686. 2639686.

2639686. Section B. TotaISupport Cllendar yelr (ar Iiseal yel' beginning In) ~

7 Amounts from hne 4

8 Gross Income from Interest.

dIVidends, payments receIVed on

Secuntles loans, rents, royalties

and Income from similar sources

8 Net Income from unrelated busmess

actIVities, whether or not the

busIness IS regularly camed on

10 Other Income. Do not rnckJde gain

or loss from the sale of capital

assets (Explain In PaI1IV.)

11 Total suppor1. Add hnes 71hrough 10

12 Gross receipts from related actIVitIes. etc. (see InstructIOns)

(a) 2006 lb) 2007 (e) 2008 Idl 2009 Ie) 2010 In Total 2639686. 2639686.

31,979. 31,979.

2671665. 121

13 FIrst flv. yea.... If the Form 990 IS for the organization's fIrst, second, third, fourth, or fifth tlUl year as a section 501 (c)(3)

organiZatIOn, check thIS box and stoD her. ~ 00

14 Public support percentage for 2010 Orne 6, column (f) dIVided bY'lne 11, column (f)) 14 ,.

15 Public support percentage from 2009 Schedule A, Part II, line 14 15 %

188 33 1/3% suppor1 tes'· 2010.lf the Orgatllza1lOn did not check the box on hne 13, and hne 14 IS 331/3% or more, check thIS box and

stop her•• The organization qualifIes as a publiCly supported organlzahon ~ 0 b 33 1/3°/. suppor1 test - 2009. If the organizatIOn did not check a box on hne 13 or 16a, and hne 151s 33 113% or mor., check thiS box

and stop here. The organizatIOn qualifies as a publicly supported organIZatIOn ~ 0 17a 10% -facts-end-circumstances test - 2010.lf the organIzatIOn did not check a box OIl hne 13, 16a, or 16b, and bne 14 IS 10% or more,

and rf the organization meets the 'facts·and-clrcumstances· test. check thIS box and stop h.r•• ExplaIn In Part IV how the organization

meets the ·facts·and-clrcumstances· test. The organIZation qualifies as a publICly supported organlZ8tlC)(l ~ 0 b 10°At -facts-end-circumstance. test - 2001. If the organIzatIOn dId not check a box on hne 13, 16a, 16b. or 17a, and line 15 IS 10% Of

more, and If the organization meets the ·facts·and'Clrcumstances' test, check thIS box and stop her•• Explain In Part IV how the

organIzation meets the 'facts·and-clrcumstance.' test. Th. organizatIon qualifies all a publICly supported organIZation ~ 0 18 Privet. foundation. If the oraanlzatlon did not check a box on hne 13, 16a, 16b, 17a. or Ub, check thIS box and see InstructIons ~ 0

SchedUle A (Fonn 880 or 880-EZ) 2010

032022 12·21-10

14 18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

--

..--_. --- ---- -- -- ---------- .

!I - ­

. "

Paae 3

IPart till Support Schedule for Organizations Described In Section 509(a)(2) (Complete only If you checked Ihe box on line 9 of PaI1l 01 If the organization failed 10 qualify under Part II. If the organizatIon falls to

qualify under the tests listed below, elease complete PaJ1I1.)

Section A. PUblic Support

Schedule A IFoim 990 or 990·EZ) 2010

1

2

3

4

; 5

i

8

B Section B. Total Support Cllendar yelr (Dr flsul year beginning In) •

Clle Ie) 2008 (b) 2007 (e) 2008 (dl2009 ret 2010 (I) Tolal

Gifts, grants, contnbutlons, and

nder year (Of fiscal yllr big Inning In).

membershIp fees receIVed. (Do not

InclUde any 'unusual grants.')

Gross receipts from admISSions, merchandise sold or services per' formed, or fac,lrtres furnIshed In any actIVity that 18 related to the organizatIOn', taJl.-exempt purpose

Gross receipts from actIvities that

are not an unrelated trade or bus·

Inesa under Section 513

Tax revenues levied fOf the organ·

lZatlOn', beneftt and either paid to

or expended on Its behalf

The value of services or facilities

furnIshed by a governmental unit to

the organization without charge

TotaL Add bnesl through 5

7 a Amounts Included on lines 1, 2, and

3 receIVed from disqualified persons b Amounta 1n<:lua-.l on lin. 2 enca 3 'lICe",-.l

ll"om Olll., INIn d,equII,fted person. thaI

....ceecI the gneel., ollS.CXlO 01 ,,. of the

emollnt on line 13 fD, lila '1_

o Add hnes 7a and 7b

Public SUDPOI't &b1nrtw7drcmlnB\

(a) 2006 (b) 2007 (c) 2008 (d) 2009 (e) 2010 (nrotal

9 Amounts from /Ine 6 10. Gross Income from Interesl.

dIVidends. payments recerved on secuntl9S loans. rents, royah.es and Income from SImilar sources

b Unrelated bUSiness taxable Income

(I8$S sectton 511 liXlS) from bUSinesses

acquIred aft. I' Jun. 30,1975

I e Add IIne8 lOa and 1Db 11 Net Income from unrelated bUSiness

activities not Included In line lOb, whether or not the bUSiness IS regularly camed on

12 Other Income. Do not ,nclude gain or loss from the sal. of capital assets (EAplaln In Par1 IV,)

13 Totl' support lAl'd M..- Q, IOc, I'. end III

14 First five years. If the Form 990 IS for the organization's first, second. third. fourth, or fifth tax year as a sectIOn 501 (c)(3) organiZatIOn,

check thIs box and stop her. ~D Section C. ComDutatlon of Public Support Percentage 15 Public support percentage for 2010 (line 8, column (f) diVIded by Itne 13, column (f)) 15 I 1e PublIC SUDDOrt oercentaae from 2009 Schedule A Part "' line 15 18 I " " Section D. Computation of Investment Income Percentage 17 Investment Income percentage for 2010 Olnel0c, column (f) dIVided by hne13. column (f)) 171 18 Investment Income percentage from 2009 Schedule A, Part III, /Ine 17 18 I " " 19a 33 l/3-JD support tests - 2010, 11 the organizatIon dId not check the box on line 14, and hne 15 IS more than 33 113~, and hne 17 IS not

more than 33 113~, check thiS box and stop her•. The organIzation qualifies as a publICly supported organizatIon ~D b 33 1/3el. support test.· 2000. If the organIzation dId not check a box on hne 14 or line 19a. and line 16'5 more than 33113%. and

line 18 IS not more than 33 113". check thIS box and stop her•• The organizatIOn quallfi.s as a pub/ICIy supported organIZation ~D 20 Print. foundation. If the Ofganlzatlon dId not check a box on hne 14, lea, or 19b, check thIS box and see Instructions ~D

1XJ2OQ3 12·2\·,0 Schedule A IForm 990 or 990-Ell 2010 15

18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

-- .- -_.- -_._-­

SCHEDULE D (Fonn ego)

~~==:u~T'1I8Suoy

. 1St OMS No 154So0047 ISupplementa Financla tatemen s 2010 ~ Complete if the orvaniution answered ·Ves,h to Form 990,

Part IV, line e, 7,8,1,10,11, or 12, Open to Publlo ~ AttKh to Form ego. ~ See separate Instructions. Inspeotlon

Name of the organization Employer Identification number

JUMO INTERNATIONAL INC. 27-1746715 Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete rf Ihe

,lneorQanlzation answered • Ves" to Form 990 Part IV r 6

1 Tolal number at end of year

2 Aggregate contnbutlOns to (dunng year)

3 Aggreoate grants from (dunng year)

4 Aogreoate value at end of year

(a) Donor advISed funds (b) Funds and other accounts

6 Old the organIzation Inform aa donors and donor advISors In wntlng Ihat the assels held In donor advised funds

are the organrzatlOn's property, subject to the organization's exclUSIVe legal control? 0 Ves 0 No

6 Old the orgalllzatlOn Inform aU grantees, donors. and donor advisors In wntlng that grant funds can be used only

10r chantable purposes and not for the benefit of the dOnor or donor adviSor, or for any other purpose confemng

1m rmlSslble nvate ben f ? No Part II Conservation Easements. Com etelf the or anlzallon answered 'Yes" 10 Form 990. Part IV, line 7. 1 Purpose(s) of conservatlon easements held by the organIZation (check all that apply).

o Preservation of land for pUblIC use (e.g., recreation or education) 0 Preservation of an hlstoncally Important land area

o Protection of natural habitat 0 Preservation of a certified histone structure

o PreservatIOn of open space

2 Complete lines 2a through 2d If the organrzahon held a qualified conservallon conlnbutlon In the form of a conservation easement on the last

day of the tax yeBl.

• Total number of conservation easements

b Total acreage reslncted by conservation easements

c Number of conservatIon easements on a certified hlStonc structure Included In (a)

d Number of conservation easements Included In (c) acqUired after 8/17/06, and not on a hlstonc structure

listed In the National RegISter

3 Number of conservation easements modified, transferred. released, extinguished, or terminated by the organization dunng the tax year ~ _

Held It the End 01 thl Til Year

2. 2b 2c

2d

.. Number of states where property SUbject to conservation easement IS located ~

5 Does the organIZatIOn have a wntten policy regarding the penodlc monltonng, inspection, handling of

"'Iolations, and enforcement of the conservation easements It holds? Dves DNo e Staff and volunteer hou" devoted to monltonng, Inspecting, and enforCing conservallon easements dunng the year ~

7 Amount of expens89 Incurred In monltonng. Inspecting, and enforclt\g conservatIon easements dunng the year" $ _

8 Does each conservation easement reported on line 2(d) above satiSfy the requirements of secllOn 170(h)(4)(B)(i)

and section 170(h)(4)(B)(n)? 0 Ves 0 No

8 In Part XlV, descnbe how the organlzallOn reports conservatIOn easements In Ita revenue and expense statement. and balance sheet, and

Include, If applicable. the text of the footnote to the organIzatIOn's financl8l statements that descnbes the organization's accounting lor conservatIon easement .

Part III Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets. Complete If the organization answered 'Ves' to Form 990, Part IV, line 8.

,. If the organization elected, as permitted under SFAS 116 lASe 958), not to report In Its revenue atatement and balance sheet wor1(s 01 art,

histOrical treasures, or other Similar assets held for public exhIbition, education, or research In furtherance of publIC service. prOVide, In Part XIV,

the text of the footnote to Its f,nancla! statements that descnbes these Items.

b If the organiZatIOn elected, as permitted under SFAS 116 lASe 958), to report In Its revenue statement and balance sheet wor1(s of art, hlstonc"

treasures, or other simlla, assets held for pUblIC exhibition, educatIOn, or research In furtherance of publIC service, prOVide the follOWing amounts

relating to these Items:

(i) Revenues Included In Form 990, Part VIII, line 1 ~ $ _

(ti) Assets Included In Form 990, Part X ~ $ _

If the organIZation receIVed or held works of art. hlStoncal treasures. or olher SimIlar assets for finanCial gaIn, prOVIde

the follOWIng amounts reqUired to be reported under SFAS 116 tASC 958) relallng to these Items:

a Revenues Included In Form 990, Pan VIII, line 1 .. $------- ­b Assets Included In Fonn 990, Part X ~ $-------­

LHA for Paperwo\1( Reduction Act Notice, see lhelnstructions for Form 990. Schedule 0 (Form 990) 2010 032~1 12·20-10

22 18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

2

c

JUMO INTERNATIONAL INC. 27-1746715 Pae2

Or anizations Malntainin Collections of Art Historical Treasures or Other Similar Assets contJnu

USing the organIzation's acquiSition, acc;esslOn, and other record8, check any of the following that are a SlQnrflcant use of Its colle<:t1on Items

(check all that apply):

• 0 Public exhibition d 0 Loan or exchange programs e DOlher _

b D Scholarly research

c 0 Preservation for future oeneratlons

4 Provide. descnptlon of the organIZation'S collections and explain how they further the organizatIon's exempt purpose In Part XIV.

5 Dunng the year, did the orgaruzatlOn sohcrt or receive donatIons of aIt, hlstoncal treasures, or other similar assets

to be sold to ratse funds rather than to be malntatned as art of the or anlzatlon's collectIon? Ve No

Part tv Escrow and Custodial Arrangements. Complete If the organizatIon answered 'Yes' to Form 990. Part IV,IIne 9, or reported an amount on Form 990, Part X, line 21.

1. Is the organization an aoent, trustee, custodl8ll or other Intermediary for contnbutlonll or other assets not Included

on Form 990, Part X7 DVM DNo b If 'Yes: explalfl the arrangement In Part XIV and complete the follOWIng table:

Beginning balance

d Addl1lOns dunng the year

• Dtstnbutlons dunng the year

f Ending balance

Amount

1c

1d 18

l' 2. Old the organization InclUde an amount on Form 990, Part X. line 217 UVea UNo

b If 'Yes • eXDlaln the arranaemenlln Part XIV.

IPartY IEndowment Funds. Complele" the organIZatIOn answered 'Yes' to Form 990, Part IV. line 10.

1. Beginning of year balance

b ContnbuUons

c Nel Investment eamlngs, gains, and losses

d Grants or scholarships

• Other expenditures for faclll1les

and programs

f AdmlnlstrallVe expenses

9 End of year balance

fa) Current year (b) Poor vear (c) TwO vears Dack (el Thret vears back (e) FOUl vears back

2 Provide the estimated percentage of the year end balance held as: • Board deSignated or qussl-endowment • %

b Permanent endowment. %

c Term endOwmen1 • tK 3. Are lhere endOwment funds not In the possessIOn of the organization that are held and administered fo' the organization

by:

(i) unrelated organizatIOns

(11) related organizations

b If 'Yes' to 3aOI). are the related organlZBtlons IIsled as reqUIred on Schedule A?

Yes No

3am

3a/ii)

3b 4 Descnbe In Par1 XIV the Intended uses of the or08n1ZatlOn's endowment funds.

IPart VI I Land, Buildings, and EQuipment. See Form 990, Part X, line 10.

(d) Book valueDescnptlon of Iflvestment

1, Land

b BUIldings

c Leasehold Improvements

d EqUipment

• Other

(a) Cost or other basIS Onvestment)

(b) Cost or other basIS (olher)

(c) Accumulated depreciation

21,001. 3,705. 25,978. 1,973.

Tot.,. Add flnes 1a throuah 1e (Column (dJ mvst souBJ Form 990 PM X column (B),lme 70(cU • 17,296. 24,005. 41,301 .

Schedule 0 (Fonn 990. 2010

032052 12·:10.\0

23 18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

---------------

Schedule 0 (Form 990) 2010 JUMO INTERNATIONAL , INC . 27 - 1746715 P'age 3

(a) Descnptlon of secunty or cateoory (b) Book value Qncludlng name of SfJCunty)

(1 ) Financial derIVatIVes

(2) Closely'held equity interesl.

(3) Other

W (B)

IC)

(0)

(E)

(F)

IG)

(H)

II)

Total. (Col (b\ must eQual Form 990 Part X col (8\ hne 12 ) ~

IPart VIII Investments - Other Securities. See Form 990, Part X. lin. 12. (e) Method or valuatIOn:

Cost Of end-of'year m~et value

IPart Vllllrnvestments - Proaram Related. See Form 990 Part X hne 13.

fa) Descnpllon of Investment type (b) Book value

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

Total./Col/b) must eoual Form 990 Part X col (8) 'lne 13) ~

IPart IX I Other Assets. See Form 990, Part X, line 15. (a) Oescnptlon

(1)

/2)

/3)

/4)

(5)

f6l

(7)

(8)

(9)

(10)

Total. {Column IbJ fTlJst eauaJ Form 990 P8I1 X col f8J Ime 15.1

I Part X t Other Liabilities. See Form 990. Part X, IIna 25.

1. (a) Descnptlon of liability

(1) Federal Income taxas

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

(b'Amount

(e) Method of valuation: Co.t or end-of'year ma~et value

(b) Book value

~

Total. (Column (bJ fTlJst eQUal Form 990 P8I1 X col (8) Ime 25) ~ 2. ;;~ ::~ ;:0/ ~OOIllOW In ...." JUV, provlClle II'- alii 01 ",elQOlIlQw 10 Il1e organ".uvn • n_. 1111_" l/I8lrwpDIU '"" organ'z.luon I uaa.,l'f llIt un_n 1M ~uo,. u_

lXJ10S3 12·20-10 Schedule 0 (Form 980) 2010

24 18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049

------------_._---- ­

1

'. 27 1746715Schedule 0 (Form 990> 2010 JUMO INTERNATIONAL, INC. - Paae4

rPart Xil Reconciliation of Change in Net Assets from Fonn 990 to Audited Financial Statements 2,671,665.11 Total revenue (Form 990. Part VIJI. column (A). line 12)

780,564.22 Total expenses (Form 990. Part IX, column W, line 25) 1,891,101.3

4 Net unrealIZed gaIns (losses) on Investments 3 Excess or (deficit) for the yeal. Subtract hne 2 from line 1

4

5 Donated servICes and use at taclll1les 5

8 Investment expenses 8

7 Pnor period adjustments 7

8 O1her (Descnbe In Par1 XIV.) a o.9

10 Excess or Ideflcl1) for the VBaI per audited financial statements. Combine hnes 3 and g 9 Total adjustments (net). Add lInes 4 through 8

1,891,101. IPart XII IReconciliation of Revenue per Audited Financial Statements With Revenue Der Return

1 Total revenue. gains, and other support per audited finanCial statements

2 Amounts Included on hne 1 but not on Form 990, Part VIIJ.llne 12:

a Net unrealized gBlns on Investments

b Donated servICes and use of faelbtles

c Racovenes of pnor year grants

d Other (Descnbe In Part XIV)

10

• Add lines 2a through 2d

3 Subtract lIne 2. from line 1

4 Amounts Included on Form 990. Part VIII. line 12. but not on line 1:

• InvBstment expenses not Included on Form 990, Part VIII, line 7b

b Other (DeSCribe In Part XIV.)

c Add lines 4. and 4b

5 Total revenue Add lines 3 and 4c. mJ/s must eauaJ Form 990. P8I11 Ime 72) rPart XliiI Reconciliation of Exoenses Der Audited Financial Statements With Expenses per Retum

1 Total expenses and 1oes88 per audl1ed finanCIal statements

2 Amounts Included on line 1 but not on Form 990, Part IX, line 25:

• Donated services and use of facilitieS

b Pnor yeal adjustments

c Other losses'

d Other (Descnbe In Part XIV.)

• Add lines 2a through 2d

3 Subtract line 28 from hne 1

4 Amounts Included on Form 990. Part IX, line 25. but not on line 1:

a Investment expenses not ,ncluded on Form 990. Part VIII, line 7b

b Other (Descnbe In Part XIV.)

c Add lines 4. and 4b

5 Total exoenses. Add lines 3 and "c, (ThIS fNst &Oual Form 990 PBtt lime 18 J !Part XlVI Supplemental Infonnatlo" Complet. thiS part to prOVide the descnptJons reqUIred for Part 1I,IIn8s 3. 5, and 9; Part III, lines 1a and 4; Part IV, hnes 1b and 2b; Part V, hne 4; Part

X. Ime 2; Part XI, line 8; Part XII, lines 2d Dnd 4b; and Part XIII, knee 2d and 4b. Also complete thiS part to provide any addrtlonallnformatlOn.

2,793,353.1

2. 2b 121,688. 20 2d

121,688. 3 2.

2.671.665.

I 4. I 4b

o.4c 2,671.665.5

902.252.1

121,688.2. 2b

2c

2d 121,688.

3 2.

780,564.

I 4. I 4b

4c o. 780.564.5

Schedule D (Form 1180) 2010 CXl2QSo1 12-20-10

25 18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

- ­ ._-----_._--_.

'. SCHEDULE'O (Form NO or 890·EZ)

O~lo'IIIeT_1)' Inl.,.," Rftenue SeIYIQI

Supplemental Information to Form 990 or 99O-EZ Complete to provide information for response. to specific questions on

Form 180 or 190·EZ or to provide any eddttlonallnformetlon. ~ Attach to Form 190 or 190·EZ.

Open to Public Inspection

Name of the organIzation Employer IdentifiC8tion number JUMO INTERNATIONAL INC. 27-1746715

FORM 990, PART III, LINE 1, DESCRIPTION OF ORGANIZATION MISSION:

JUMO INTERNATIONAL, INC. (JUMO) IS A NON-PROFIT ORGANIZATION THAT

OPERATES A SOCIAL NETWORK CONNECTING INDIVIDUALS AND ORGANIZATIONS

WORKING FOR GLOBAL CHANGE. JUMO ENABLES EVERYDAY PEOPLE TO FIND,

FOLLOW, AND SUPPORT THOSE WORKING TOWARD SOLUTIONS IN THEIR COMMUNITY

AND IN REGIONS AROUND THE WORLD.

FORM 990, PART VI, SECTION B, LINE 11: MANAGEMENT REVIEWED THE FORM 990

WITH THE AUDIT COMMITTEE AND WILL PRESENT IT TO THE FULL BOARD OF DIRECTORS

PRIOR TO FILING THE RETURN.

FORM 990, PART VI, SECTION B, LINE 12C: JUMO MONITORS THE CONFLICT OF

INTEREST POLICY BY ANNUAL DISCLOSURE FOR EACH BOARD MEMBER.

FORM 990, PART VI, SECTION B, LINE 15A: THE BOARD DISCUSSED, REVIEWED, AND

APPROVED THE COMPENSATION FOR THE EXECUTIVE DIRECTOR AND TOP MANAGEMENT

OFFICIALS USING COMPARABLE DATA FROM OTHER NON-PROFIT ORGANIZATIONS.

FORM 990, PART VI, SECTION C, LINE 19: THE GOVERNING DOCUMENTS, CONFLICT

OF INTEREST POLICY AND FINANCIAL STATEMTENTS ARE AVAILABLE UPON REQUEST.

JUMO HAS AN AUDIT COMMITTEE THAT IS RESPONSIBLE FOR OVERSIGHT OF THE

AUDIT AND SELECTION OF THE INDEPENDENT AUDITOR.

LHA For P8perwOrtc Reduction Act Notice, se. the InstNctlons for Form leo or 910·EZ. Schedule 0 (Form 990 or 910·EZ) (2010)032211 01-24-11

26 18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

._--_.. - '--' ..----_.. - - ....__._- -_._-_. --- ----_.

4562Form Depreciation and Amortization 990 (Including Infonnatlon on Listed Property)

O~\olltl.T ....."., Inl.mallWwenll' !ler<Q (9VI ~ See separate Instructions. ~ Attach to your t•• return. Narne('1 ,,,GWfI on ...tum Blltl.-, or IC1I¥lI)o 10 w1t1dl thla Itlrm rwIe'..

JUMO INTERNATIONAL, INC. FORM 990 PAGE 10

OMB No 1~~O172

2010 AnsII,..,\ !*I_No 17

ICStnlllylng nutnl*

127-1746715 IPart II Election To EJ ~enSB Certain Pro~erty Under Section 179 Nole:" you have any listed property, complete Par1 V befOl8 you complet. PIIIt I.

1 500,000.1 Maximum amount (see Instruchons)

2 Total cost of SectlOll '79 property placed In servICe (see InstructIOns)

3 Threshold cost of sectIOn 179 property before reduction In ~mrtatlon

2

4

5

g

10

11

12

3 2,000,000. 4 ReductIOn In IImltatlon. SUbtract line 3 from line 2. If zero or less, enter ~.

5 Donet Ilt'IIllllllon lot lu v_ Sllb\nlC\lIne. 11'0", lin. 1 /I lIfO Of I.. en'... -I). If men\., ftllna .........,- _ ,..lNe1Ion. (bl Cost (blqln•• UN 01111'1 (el Elec;t., co••III O..c;nllllOll 01 PIOI*1Y8

7 listed property. Enter the amount from hne 29 T7

8 Total elected cost of SBetlon 179 property. Add amounts In column (c), lines 6 and 7 8 g TentatNe deductIOn. Enter the ,maUer of hne 5 or hne 8

10 Carryover of disallowed deductIon from line 13 of your 2009 Form 4562

11 BUSiness Income limitation. Enter the smaller of bUSiness Income (not less than zero) or Itne 5

12 SectIOn 179 expense deduction. Add lines 9 and , 0, but do not enter more than hne 11

13 Carrvover of dISallowed deduction to 2011. Add hnes 9 and 10 less hne 12 ~r 13 Note' Do not use Part /I or Part ffI below for lIsted property Instead, use Par1 V.

\ Part til Special Depreciation Allowance and Other DeprecIation (00 not Include hsted property.)

14 Special depreCiation allowance for qualrfied property (other than lISted property) placed In service dunng

the tax year 14

15 Property subject to section 168(f)(1) election 15

16 Other deoreclatlon rlncludlna ACRSl 16 5,678.

17 MACRS deductIons for assets placed ,n servICe In tax years beginnIng before 20'0 17

18

IPart JIll

.......llIC:aJunl. check ,,_

MACRS Depreciation (Do not Include listed property.) (See instructions.) Section A

(I) ClesllllcabOft of property IblMonI/lMGV_PiKed.n.....,_

(e;) B... !Ill' Cleprwc••\Ion (bu,ln..sIInlt.tmen\ u..

only .... InelNcllon'l (ell fW:ay''Y

pellOCf llll Conltenllon (~M.ltlod (g) Oept'llClellOll d.,ucllOn

19. 3'year property

b S·year property

c 7'year orooertv

d , Q-year orooerty

e 15·year property

f

g

20-year orooertv

25·year oroperty 25 yrs. Sil

h ReSidential rental property I 27.5 VfS. MM Sil

I 27.5 yrs. MM SIL

I NonreSIdential real property I 39 vrs. MM Sil

I MM SI\. Section C - Assets Placed In Servlc. Dunng 2010 Tax Y.ar Using the Anernatlv. DepreCIatIon System

20. Closs life SIl b 12·vear 12 VI'S. SIL c 40·vear I 40 vrs. MM SIL

IPart IV I Summary (See InstructIOns.)

21 listed property. Enter amount from hne 28

22 Totat. Add amounts from hne 12. hnes 14 through 17. hnes 19 and 20 In column (g), and line 21.

Enter here and on the appropnate lines of your retum. Partnerships and S corporations' see lostr.

23 For assets shown above and placed In service dunng the current yeal. enter the

oortlon of the basIS attnbutable to sectIon 263A costs ~ 23/ 016251 12.21.10 LHA For Peperwork Reduction Act Notice, sa. 5.paratelnstruc1lon,.

21

22 5,678.

Form 4562 (2010) 27

18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

Form 4562 (201t» JUMO INTERNATIONAL INC. 27 -1 746715 Page 2

Listed Property (Include automobiles, certain other vehICles, certain computers, and property used for entertaanment, recreatIOn, or amusement.) Note: For lI11y vflhlC/e for whIch you are IJSlng the standard ",,/e.g8 fit. or d~uctmgleue wpense, complete only 24.. 24b, columns (-.J throuoh (c) of SectIon A, all of SectIOn 8, I11d Section C If "Ppllcable.

Section A • Oeprecietion end Other Information (Caution' See the instructIons for lImits for passenger aJtomoblles )

24a Do YOU have evld.nc. 10 SUPIlOr1lh. bUSlnessJinvestm.nl use claImed? [ ] Ves ( ] No 24b If 'Yes • IS the evidence wrrtten? r ] Ves [ ] No

(a) Type ot prope':(

(hsl v.hlcles firs )

(b) Dal.

placed In service

(c) Business/

Investment un p.rc.nlag.

(et) Coslol

other basiS

(e) BasIl IDt Cl....tIon (bw1ll."'nv.\IlWlI

~•• only)

(1) Recov.ry plnod

(9)

Melhod! Convenllon

(h) Depr,clatlon deduction

(I) Elecled

sectIon 179 cosl

25 Special depreciatIOn allowance for quallfl8d listed property placed In seMce dunng the tax year and

/25used more than 509ft In a auallfied bUSIness use

aJlflad28 P,operly used monl 'hal 50% " ar bu..n~i u.., -1'----1-1~--I--27 Property used 50% or less In a Qua med buslnes8 use:

% S/L'

% S/L·

% S/L·

28 Add amounts In column (h), lanes 25 through 27. Enter here and on line 21. page 1 128 29 Add amounts In column m. hne 26. Enter here and on hne 7. Daoe 1 1 28

Section 8 • Infonnetion on Use of Vehicle.

Complete thIS seclion for vehicles used by a sole propnetor, partner, or other 'more than 5% owner,' or related person. If you provIded vehIcles to your employees, first answer the questlOlls In Section C to see If you meet an exception to completing thIS section tor those vehicles.

(-) (b) (c) (d) (e) (f)

30 Total busln.ss/invlstment mIles dnven dUllng Ihe VehICle Vehicle VehICle VehICle VehICle VehICle year (do not InclUd. commuting millS)

31 Total commutIng miles drIVen dunng the year

32 Total other personal (noncommutlng) miles

dnven

33 Total miles dnven dunng the year.

Add hnes 30 through 32

34 Was the vehicle available for personal use Yes No Ve. No Ves No Ve. No Ves No Ve. No dunng off-duty hours?

35 Was the vehIcle used pnmanly by a more

than 5% owner or related person?

36 Is another vehicle avaIlable lor personal

use?

Section C· Question. 'or Employe,. Who Provide Vehicle. for U.e by Their Employ...

Answer these questions to detemunelf you meet an e~c8ptlon to completing Sec110n B for vehlCl.. uSed by employees who are not more 1han 5%

owners or related oersons.

37 Do you maIntain a wntten policy statement that prohlbfta all personal use of vehicles, Including commultng, by your

employees?

38 Do you malOtaln a wnt1en poIte:y statement that prohibits personal use 01 vehICles, e~cept commuting. by your

employees? See the Instructions for vehICles used by corporate officera, directors, or 1% 01 more owners

38 Do you treat all use 01 vehICles by employees as personal use?

40 Do you prOVide more than flVB vehICles to your employees, obtain Informa11on Irom your employees about

the use of the vehIcles, and retain the Information receIVed?

41 Do you meet th8 requirements concerning qualrfled automobile demonstratIOn use?

Note: If vour answer to 37 38 39 40 or 41 IS ·Yes • do not como/ete SectIon B for the covered vehleltls

rPart vff Amortiutlon

Ve. No

(a) (c) (d) (f)(b) (e)O.cnptlon 0' CIOtI~ I II An-ortll'" CocM 1 Amot1lllllon

IICllon-:=-* .moun' 1 lot I"" v­42 Amortllatlon of co,t, that begIns dunng your 2010 tax year: '*'=­DIGITAL PROPERTY I I I 1 ACQUISITION 10225101 121,141·1 1 60M 25,141. 43 Amortization of costs that began belore your 2010 tax year 143 44 Total. Add amounts In column tn. See the Instructions for where to reoort 144 25,141. 0162'2 12·21.10 Form 4582 (2010)

28 18180512 135009 9049 2010.03040 JUMO INTERNATIONAL, INC. 9049 1

(

EXHIBIT G TO VERIFIED PETITION

WRITTEN CONSENT

ACTION BY \VRITTEN CONSENT

OF THE BOARD OF DIRECTORS OF

JUMO INTERNATIONAL, INC.

;fv1v~ 6 .2011

The undersigned. being all of the directors (the "Board") of Jumo International. Inc. (the "Corporation"), and acting hereunder without convening a fonnal meeting, do hereby consent in writing, pursuant to Section 708 of the Not-far-Profit Corporation Law of the State of New York (the U~"), to the adoption of the foHowing resolutions and agree that said resolutions shaH have the same effects as if duly adopted at a special meeting held for that purpose:

WHEREAS: The Board has detennined that it is in the best interests of the Corporation to sell to GOOD Worldwide, LLC ("GOOD") assets described in the Purchase Agreement by and between the Corporation and GOOD, in the form attached hereto as Exhibit A (the HPurchase Agreement"), being substantially all of the aSs~ofthCorporation (the "Assets") and in connection therewith, the Board at its oJ , 2011 meeting authorized the President to enter into negotia ions for the sale of the Assets;

WHEREAS: Morrison, Brown, Argiz & Farra, LLC, has prepared a Fair Market Value Analysis letter for the Assets, which the Board has duly considered; and

WHEREAS, The Board has detennined that the sale oftbe Assets pursuant to the Purchase Agreement is a commercially reasonable transaction based upon the fair market value of the Assets, as reflected in the Morrison, Brown, Argiz & Farra, LLC, opinion of value letter, and that the sale of the Assets pursuant to the Purchase Agreement would be in the best interests of the Corporation;

NOW THEREFORE, be it hereby

RESOLVED, that the Corporation is hereby authorized to enter into, execute, deliver and perfonn the Purchase Agreement and all Ancillary Agreements (as defmed in the Purchase Agreement);

RESOLVED, that the Corporation sell to GOOD the Assets for the sum of Sixty-Two Thousand Two Hundred Twenty One Dollars ($62,221) upon the tenns and conditions as set forth in the Purchase Agreement;

RESOLVED, that the Corporation is hereby authorized to enter into and pertorm its obligations under the Purchase Agreement;

RESOLVED, that the proceeds of such sale be used and disposed of in the following manner: Jumo will continue a portion of its operations during a winding down period prior

I ~72042061l12

L1BR/1748!12.l.2

to dissolution and will distribute any remaining assets to another organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, with similar charitable purposes;

RESO LVED, that the dissolution of the Corporation after the sale authorized herein is contemplated by the Board of Directors~

RESOL VED, to authorize the officers of the Corporation to provide written notice of the sale of the Assets to the Attorney General of the State of New York and obtain court approval in accordance with §§510-511 of New York Not-for-Profit Corporation Law, if necessary;

RESOLVED, that the officers of the Corporation be, and each of them acting singly hereby is, authorized in the name of and on behalf of the Corporation, to take any and all actions to execute and deliver any and all agrcements, certificates, powers of attorney, assignments, instruments or other documents and to do any and all things that, in its judgment, may be necessary or advisable to effectuate each of the foregoing resolutions; such execution and delivery by any officer of any such agreement, certificate, assignment, instrument or other document or the doing by any of them of any such act (including the authorization of any change in any such agreement, certificate, assignment, instrument or other document) shall conclusively establish both the authority of such person to do so from the Corporation and the approval of the Board;

RESOLVED FURTHER, that all actions heretofore and hereafter taken by the Board or any officer consistent with the foregoing resolutions be and each of them is in all respects hereby ratified, approved, continned and adopted;

RESOLVED FURTHER, that the officers of the Corporation be, and each of them acting singly hereby is, authorized to take all and any further action(s) including without limitation the execution and delivery on behalf of the Corporation of any documentation, supplemental or ancillary to the documents referred to in these resolutions as may be necessary or desirable in achieving the purposes of these resolutions;

RESOLVED FURTHER, that this consent may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall be considered one and the same instrument; and that this consent may be executed by facsimile; and

RESOLVED FURTHER, to direct that this consent he filed with the records of meetings of the Corporation.

[Signature Page to Follow)

2 127204.2061112 L1HB/174KII2.U

IN \VITNESS WHEREOF, the undersigned have executed this consent as of the date first set forth above.

Board of Directors

Michael Slaby

Joel Cutler

Chris Bishko

Susan McCue

James Pallotta

Will Reynolds

127204.206812 LlBR/1748~23.2

IN WITNESS WHEREOF. the undersigned have executed this consent as of the date first set forth above.

Board of Directon

Chris Hughes

Michael Slaby

Joel Cutler

Chris Bishko

Susan McCue

James Pallotta

12n04.206812 LIBBl174882J.2

IN WITNESS WHEREO.·, the undersigned ha\'C CXL"Cuted thi!O consent as of the dare

til'S' $et forth abo'c.

Board of Oim:ton

Chris Hughc~

Mkhacl Slaby

10.:1 Cutler

.. . / I ._.(i.~ ,/,.L '. -1~ ChrisiSfik(; ...'

Susan McCue

James Pallotta

Will RC)T1olds

URR 1~-lIl,CI;

IN WITNESS WHEREOF, the undmigned have executed thiJ consent u of the date flfSt sot forth above.

BOlrd or DlreclO"

Chris Hughes

Michael Slaby

~c~]0 utJcr •

Chris Bisbko

SusauMcCuc

James Pallotta

Will Reynolds

I27200&.Z06I1J LIB5I1748823.2

IN WITNESS WHEREOF, the undersigned have executed this consent as of the date first set forth above.

Board of Oireston

Chris Hughes

Joel Cutler

Chris Bishko

Susan McCue

Jwnes Pallotta

WilJ Reyno,lds

JZ 7204206812 LLBBl174B8232

IN WITNESS \VHEREOF, the undersigned have executed this consent as of the date first set forth above.

Board or DirectQrs

Chris Hughes

Michael Slaby

Joel Cutler

Chris Bishko

Susan McCue

James Pallotta

Will Reynolds

I2720U06812 L113B/1741111232

I" W IT~ ESS WII': HEOf-". lh~ lInJlo:rSi~ll~lI ha\"~ CXCI.:Ullo:U lhls cunscllI as uf lhl.: datI: Ii: ,I ,,\.'1 forlh ;1110\":,

"uard of Uin'cturs

Chri:- Ilughc!\

Mirhad Sl~hy

.~

.I11~1 --

Clltler

l'hris Bishku

- .

Susan ~h:(\Ic

(),Jlit -- ... ......: --_.~---.

lal es ,.1 ) I" ~~ Will Rl.:ynollis

I: .'If..t ..'C'I'\I:

I ill!1 I '~ss~ I .'