2025-02-28T16:38:42-06:00 2024-06-30 731413977 HOGANTAYLOR LLP 1225 N BROADWAY AVENUE SUITE 200 OKLAHOMA CITY OK 73103 990 2023-07-01 731525913 I2E INC I2EI 4052352252 840 RESEARCH PARKWAY 250 OKLAHOMA CITY OK 73104 REX SMITHERMAN PRESIDENT 4052352252 2025-02-27 1 0 ASHLEY M FOGLE P01258800 4058482020 2025-02-27 2023 2025-03-06 01:10:19Z REX SMITHERMAN 840 RESEARCH PARKWAY 250 OKLAHOMA CITY OK 73104 6844708 0 X WWW.I2E.ORG X 1997 OK OUR MISSION IS NURTURING ENTREPRENEURS AND BUILDING HIGH-GROWTH COMPANIES IN OKLAHOMA. 24 24 16 55 0 0 3356835 2706990 2365635 1424894 891814 -722846 47916 25000 6662200 3434038 0 0 0 0 1850239 1685617 0 0 50292 3381600 3376561 5231839 5062178 1430361 -1628140 28827448 24548957 232887 215430 28594561 24333527 X OUR MISSION IS INVESTING IN ENTREPRENEURS TO BUILD SUCCESSFUL HIGH GROWTH COMPANIES IN OKLAHOMA. 0 1 1298248 THE ORGANIZATION MANAGES AND OPERATES THE OKLAHOMA TECHNOLOGY COMMERCIALIZATION CENTER ("OTCC"), A PROGRAM OF THE OKLAHOMA CENTER FOR THE ADVANCEMENT OF SCIENCE AND TECHNOLOGY ("OCAST") UNDER AN ANNUAL CONTRACT. THE OTCC PROGRAM AND CONTRACT WERE ORGANIZED TO HELP SPUR ECONOMIC GROWTH IN THE STATE BY PROMOTING AND ASSISTING OKLAHOMA-BASED TECHNOLOGY COMPANIES. THE ORGANIZATION PERFORMS CERTAIN BUSINESS, RESEARCH, AND PLANNING SERVICES FOR SMALL COMPANIES IN THE AREAS OF MARKETING, DEVELOPMENT, AND FINANCE. 199256 THE ORGANIZATION ALSO OPERATES THE TECHNOLOGY BUSINESS FINANCE PROGRAM ("TBFP"), A PROGRAM OF OCAST, UNDER AN ANNUAL CONTRACT. TBFP'S PRIMARY MISSION IS TO PROVIDE EARLY STAGE, PROOF-OF-CONCEPT FUNDING TO QUALIFIED OKLAHOMA COMPANIES THAT ARE COMMERCIALIZING NEW PRODUCTS, SERVICES AND PROCESSES FOR THE PURPOSE OF EXPANDING AND DIVERSIFYING THE STATE'S ECONOMY AND PROVIDING HIGHER QUALITY JOBS FOR THE STATE'S CITIZENS.UNDER THE TBFP PROGRAM, THE ORGANIZATION IS RESPONSIBLE FOR RECOMMENDING AND PROVIDING FINANCIAL AWARDS TO QUALIFIED RECIPIENTS AS DEFINED BY ITS CONTRACT WITH OCAST. UPON OCAST'S APPROVAL OF THE AWARD FINANCING AGREEMENTS, THE ORGANIZATION RECEIVES FUNDING FROM OCAST TO BE DISTRIBUTED TO AWARDEES. THE AWARDEES ARE REQUIRED TO REPAY THE FINANCIAL AWARDS IN ACCORDANCE WITH THE TERMS SET FORTH IN THE AWARD AGREEMENT. 399382 LOVE'S ENTREPRENEUR CUP BUSINESS PLAN COMPETITIONTHE BUSINESS PLAN COMPETITION IS FUNDED BY THE LOVE'S CORPORATION AND OTHER SPONSORS THROUGHOUT THE STATE OF OKLAHOMA. STUDENTS INVOLVED IN THE COMPETITION GAIN ACCESS TO NETWORKS OF SUCCESSFUL ENTREPRENEURS, LENDERS AND INVESTORS, TEAM-BUILDING OPPORTUNITIES, BUSINESS PLANNING SKILLS, AND MEDIA EXPOSURE. ONE OF THE GOALS OF THE COMPETITION IS TO ENCOURAGE THE DEVELOPMENT AND COMMERCIALIZATION OF IDEAS AND TECHNOLOGIES BEING DISCOVERED IN OUR UNIVERSITIES. THE DONALD W. REYNOLD'S FOUNDATION PREVIOUSLY SPONSORED THIS COMPETITION. THE REYNOLD'S FOUNDATION SPONSORSHIP ENDED IN FY16. BEGINNING IN FY17, THE LOVE'S CORPORATION AGREED TO BE A MAJOR SPONSOR OF THIS COMPETITION. 2551370 1449894 I2E SEED CAPITAL COMPANY, LLC MANAGES THE OKLAHOMA SEED CAPITAL FUND, LLC (OSCF), A SERIES OF INVESTMENT FUNDS PROVIDING SEED AND START-UP STAGE EQUITY FINANCING TO SMALL HIGH-GROWTH, TECHNOLOGY-BASED COMPANIES. IT IS AN INNOVATIVE PUBLIC-PRIVATE PARTNERSHIP, DEVELOPED BY OCAST IN PARTNERSHIP WITH I2E, THE OKLAHOMA DEPARTMENT FINANCE AUTHORITY (ODFA) AND THE OKLAHOMA CAPITAL INVESTMENT BOARD (OCIB) INVOLVED AS CO-INVESTORS IN THE FUND'S FIRST SERIES. THE FUND IS AIMED AT HELPING TECHNOLOGY-BASED FIRMS ACCESS THE CAPITAL THEY NEED TO GROW AND CREATE JOBS. CO-INVESTMENT BY ONE OR MORE INVESTORS IS REQUIRED AND BUSINESSES MUST BE LOCATED IN THE STATE OF OKLAHOMA. DURING THE TAX YEAR, I2E SEED CAPITAL, LLC CONTRACTED WITH I2E MANAGEMENT COMPANY, INC. TO PROVIDE MANAGEMENT SERVICES FOR THE FUND. ACCELERATE OKLAHOMA FUNDS: ACCELERATE OKLAHOMA AND ITS SUBSIDIARIES WERE CREATED TO FACILITATE MANAGEMENT OF FEDERAL FUNDS MADE AVAILABLE TO THE OKLAHOMA DEPARTMENT OF COMMERCE (ODOC) BY THE U.S. TREASURY FOR THE STATE SMALL BUSINESS CREDIT INITIATIVE (SSBCI) PROGRAM. THE ORGANIZATION'S CONTRACT, AS AMENDED, WITH ODOC IN THE AMOUNT OF $13,227,911 HAD A FUNDING PERIOD OF MAY 1, 2011 THROUGH MARCH 31, 2017. ON MARCH 31, 2017, THE FEDERAL SSBCI PROGRAM ENDED. PER THE FIRST AMENDMENT TO THE ORIGINAL ALLOCATION AGREEMENT EXECUTED OCTOBER 18, 2012, ANY REPAYMENT OF INVESTED FUNDS, PRINCIPAL AND ANY INVESTMENT GAINS, SHALL REMAIN WITH ACCELERATE OKLAHOMA AND BE USED TO MAINTAIN, MANAGE, AND REINVEST CONSISTENT WITH THE INVESTMENT PLANS SET FORTH IN THE ORIGINAL ALLOCATION AGREEMENT. A SECOND AMENDMENT TO THE ORIGINAL ALLOCATION AGREEMENT, DATED JANUARY 10, 2017, ALLOWS I2E TO CHARGE A FEE FOR MANAGEMENT SERVICES AND TO EARN A CARRIED INTEREST ON ANY PROGRAM INCOME IN THE FORM OF INVESTMENT GAIN ON FUNDS INVESTED. THE ORGANIZATION IS THE SOLE MEMBER OF ACCELERATE OKLAHOMA AND ACCELERATE OKLAHOMA IS THE SOLE MEMBER OF EACH OF ITS SUBSIDIARIES. EACH OF THESE ENTITIES ARE DISREGARDED FOR INCOME TAX PURPOSES AND, AS SUCH, ALL ACTIVITY WILL ULTIMATELY PASS TO THE SOLE MEMBER, THE ORGANIZATION. DURING THE TAX YEAR, I2E CONTRACTED WITH I2E MANAGEMENT COMPANY, INC. TO PROVIDE MANAGEMENT SERVICES FOR I2E ACCELERATE OKLAHOMA, LLC. THE I2E ANGEL SIDECAR FUND, LLC AND I2E GROWOK FUND, LLC WERE MERGED INTO I2E ACCELERATE OKLAHOMA, LL ON JUNE 28, 2019. THE I2E STARTOK FUND, LLC WAS MERGED INTO I2E ACCELERATE OKLAHOMA, LLC ON JULY 18, 2019. ACT TULSA ACCELERATOR IN JANUARY 2021, THE ORGANIZATION PARTNERED WITH ACT HOUSE, INC., A NOT-FOR-PROFIT ORGANIZATION LOCATED IN TALLAHASSEE, FLORIDA, TO DEVELOP ACT TULSA. ACT TULSA IS AN ACCELERATOR PROGRAM FUNDED THROUGH CONTRIBUTIONS THAT IS AIMED AT CULTIVATING AND DRIVING INNOVATION OF BLACK, INDIGENOUS AND PEOPLE OF COLOR (BIPOC) FOUNDERS LOCATED IN TULSA AND BEYOND BY EQUIPPING THEM WITH SKILLS, TOOLS, AND A NETWORK TO ACCELERATE THE FOUNDATIONAL GROWTH OF THEIR COMPANIES. 2551370 1449894 4448256 1 1 0 1 0 0 0 0 0 0 1 0 1 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 X 43 0 1 16 1 0 0 0 0 0 1 1 0 0 0 0 0 0 X 24 24 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 0 1 1 OK X REX SMITHERMAN 4058132404 840 RESEARCH PARKWAY SUITE 250 OKLAHOMA CITY OK 73104 ROSE WASHINGTON-JONES CHAIRMAN 1.00 1.00 X 0 0 0 MARK POOLE VICE CHAIRMAN 1.00 1.00 X 0 0 0 HOWARD G BARNETT JR DIRECTOR 1.00 1.00 X 0 0 0 MICHAEL BASCH DIRECTOR 1.00 1.00 X 0 0 0 STEVE CROPPER DIRECTOR 1.00 1.00 X 0 0 0 CARL EDWARDS DIRECTOR 1.00 1.00 X 0 0 0 PHILIP ELLER DIRECTOR 1.00 1.00 X 0 0 0 TOM EVANS DIRECTOR 1.00 1.00 X 0 0 0 CHRISTY GILLENWATER DIRECTOR 1.00 1.00 X 0 0 0 DANNY HILLIARD DIRECTOR 1.00 1.00 X 0 0 0 PHILIP KURTZ DIRECTOR 1.00 1.00 X 0 0 0 DEVON LANEY DIRECTOR 1.00 1.00 X 0 0 0 RICK MCCUNE DIRECTOR 1.00 1.00 X 0 0 0 JENNIFER MCGRAIL DIRECTOR 1.00 1.00 X 0 0 0 MARK NANCE DIRECTOR 1.00 1.00 X 0 0 0 DAVID PITTS DIRECTOR 1.00 1.00 X 0 0 0 RYAN POSEY DIRECTOR 1.00 1.00 X 0 0 0 DARRYL SCHMIDT DIRECTOR 1.00 1.00 X 0 0 0 CRAIG SHIMASAKI DIRECTOR 1.00 1.00 X 0 0 0 JAMES SPANN DIRECTOR 1.00 1.00 X 0 0 0 ROBERT THOMAS DIRECTOR 1.00 1.00 X 0 0 0 ANDREW S WEYRICH DIRECTOR 1.00 1.00 X 0 0 0 ROY WILLIAMS DIRECTOR 1.00 1.00 X 0 0 0 DUANE WILSON DIRECTOR 1.00 1.00 X 0 0 0 SCOTT MEACHAM CEO 2.50 5.25 X 0 196532 19630 REX SMITHERMAN PRESIDENT 40.00 1.00 X 244146 0 18739 MARK LAUINGER SVP CLIENT SERVICES 40.00 1.00 X 188728 0 21927 JUDY BEECH VP OF FINANCE 40.00 1.00 X 182714 0 12005 MICHAEL LABRIE SECRETARY 1.00 1.00 X 0 0 0 RICHARD RAINEY VENTURE ADVISOR 40.00 1.00 X 133479 0 20271 SRIJITA GHOSH VENTURE ADVISOR 40.00 1.00 X 115650 0 10226 DARCY WILBORN VP OF OPERATIONS 40.00 1.00 X 137508 0 4124 JUSTIN WILSON IMCI MANAGING DIRECTOR/PRESIDENT 6.00 36.00 X 0 312876 25697 1002225 509408 132619 6 0 1 1 0 71911 1574376 1060703 2706990 MANAGEMENT FEES 561000 1241571 1241571 CLIENT SERVICE FEES 561000 183323 183323 1424894 438596 438596 2249228 3410670 -1161442 -1161442 -1161442 MISCELLANEOUS REVENUE 900099 25000 25000 25000 3434038 1449894 0 -722846 652904 519124 116805 16975 804642 639771 143950 20921 23210 18455 4152 603 80979 64387 14487 2105 123882 98499 22162 3221 17358 17358 23565 23565 20000 20000 1320557 1320557 97379 74388 22991 53012 28021 19447 5544 30067 4672 25245 150 63574 27672 35902 42361 36272 5316 773 27162 22862 4300 103920 103920 11461 11461 71870 35928 35942 PROGRAM EXPENSES 875000 875000 EVENTS 325053 298728 26325 LOAN LOSS PROVISION 280000 280000 BANK FEES 12664 12664 1558 1558 5062178 4448256 563630 50292 22181 20373 6267043 6112684 578137 310058 126668 113695 24434 12973 3387955 3559242 18542698 14528627 5000 5000 28827448 24548957 66772 66157 27957 100000 138158 49273 232887 215430 X 28344561 24333527 250000 0 28594561 24333527 28827448 24548957 -1628140 -2632894 0 X 0 1 X 1 0 X 2555558 3670332 2460336 3356835 2706990 14750051 1030585 1326949 3005202 2365635 1424894 9153265 3586143 4997281 5465538 5722470 4131884 23903316 0 0 0 23903316 78570 28644 18835 278002 438596 842647 78570 28644 18835 278002 438596 842647 3100 4084 47916 25000 80100 3667813 5025925 5488457 6048388 4595480 24826063 0.96280 0.97940 0.03390 0.01830 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 1 20000 0 0 20000 0 PART II-B, LINE 1: I2E, INC. PAYS A LOBBYIST WHO WORKS AT THE OKLAHOMA STATE LEGISLATURE. 34068 34068 0 92600 79627 12973 12973 INVESTMENT IN OKLAHOMA SEED CAPITAL FUND 85300 F ACCELERATE OKLAHOMA - CONVERTIBLE DEBT SECURITIES 769059 F ACCELERATE OKLAHOMA - PREFERRED MEMBERSHIP INTERESTS 8011271 F ACCELERATE OKLAHOMA - COMMON MEMBERSHIP INTERESTS 3680442 F INVESTMENT IN ASCEND BIOVENTURES, INC. 1094000 F INVESTMENT IN I2E MANAGEMENT COMPANY, INC. 250000 F INVESTMENT IN PLAINS VENTURE PARTNERS I, LP 638555 F 14528627 INTERCOMPANY ACCOUNTS 49273 49273 X X X X X X 0 0 0 0 0 0 0 1 0 JUSTIN WILSON IMCI MANAGING DIRECTOR/PRESIDENT 0 214125 0 98751 0 0 0 9637 0 16060 0 338573 0 0 REX SMITHERMAN PRESIDENT 158057 0 86089 0 0 0 7387 0 11352 0 262885 0 0 0 SCOTT MEACHAM CEO 0 145816 0 50716 0 0 0 6021 0 13609 0 216162 0 0 MARK LAUINGER SVP CLIENT SERVICES 129598 0 59130 0 0 0 5867 0 16060 0 210655 0 0 0 JUDY BEECH VP OF FINANCE 128023 0 54691 0 0 0 5572 0 6433 0 194719 0 0 0 RICHARD RAINEY VENTURE ADVISOR 99800 0 33679 0 0 0 4211 0 16060 0 153750 0 0 0 PART I, LINE 3 THE PRESIDENT AND CEO'S COMPENSATION IS DETERMINED BY THE BOARD OF DIRECTORS OF I2E, INC. THROUGH A COMPENSATION COMMITTEE AND BY USING RESOURCES SUCH AS AN INDEPENDENT CONSULTANT, COMPARISON OF PEER ORGANIZATION'S FORM 990, THE EMPLOYMENT CONTRACT, AND BY USING COMPENSATION SURVEYS. PART I, LINE 7 THE ORGANIZATION OFFERS A RETENTION BONUS, A PERFORMANCE BONUS, AND AN INVESTMENT PERFORMANCE INCENTIVE. THE RETENTION BONUS IS PAID QUARTERLY AND VARIES BY POSITION BASED ON LEVEL OF RESPONSIBILITY. THE EMPLOYEE MUST BE EMPLOYED AT THE TIME THE BONUS IS PAID. THE COMPENSATION COMMITTEE DETERMINES THE RETENTION BONUS AMOUNT FOR THE CEO, WITH THE CONSENT OF THE EXECUTIVE COMMITTEE. THE CEO DETERMINES RETENTION BONUS AMOUNTS FOR ALL OTHER ELIGIBLE EMPLOYEES. THE PERFORMANCE BONUS VARIES BY POSITION BASED ON ACHIEVEMENT OF ORGANIZATIONAL OBJECTIVES, LEVEL OF RESPONSIBILITY, INDIVIDUAL JOB PERFORMANCE AND ABILITY TO ACHIEVE RESULTS FOR THE ORGANIZATION. THE COMPENSATION COMMITTEE DETERMINES THE OVERALL LEVEL OF ACHIEVEMENT OF ORGANIZATIONAL OBJECTIVES APPLICABLE TO ALL EMPLOYEES AND THE PERFORMANCE BONUS AMOUNT FOR THE CEO, WITH THE CONSENT OF THE EXECUTIVE COMMITTEE. THE CEO DETERMINES PERFORMANCE BONUS AMOUNTS FOR ALL OTHER ELIGIBLE EMPLOYEES. THE INVESTMENT PERFORMANCE INCENTIVE PAYMENT IS AT THE SOLE DISCRETION OF THE COMPENSATION COMMITTEE WITH THE CONCURRENCE OF THE EXECUTIVE COMMITTEE UPON THE OCCURRENCE OF A QUALIFYING LIQUIDITY EVENT RELATING TO A PORTFOLIO INVESTMENT WHEN CERTAIN SPECIFIED ORGANIZATIONAL OBJECTIVES HAVE BEEN ACHIEVED. THE PAYMENT VARIES BY EMPLOYEE BASED ON THE LEVEL OF RESPONSIBILITY AND CONTRIBUTION OF THE EMPLOYEE TO A SUCCESSFUL QUALIFYING LIQUIDITY EVENT. THE COMPENSATION COMMITTEE AND EXECUTIVE COMMITTEE DETERMINE IF IT IS REASONABLE AND APPROPRIATE FOR AN INVESTMENT PERFORMANCE INCENTIVE PAYMENT CONSIDERING CERTAIN SPECIFIED CRITERIA AND ORGANIZATIONAL LIMITS AND EMPLOYEE COMPENSATION CAPS. THE COMPENSATION COMMITTEE RECOMMENDS TO THE EXECUTIVE COMMITTEE FOR APPROVAL ANY SUCH PAYMENT AS WELL AS THE INDIVIDUAL ALLOCATIONS THEREOF. SUBJECT TO THE CONSTRAINTS AND CRITERIA ADOPTED BY THE BOARD OF DIRECTORS, THE COMPENSATION COMMITTEE DETERMINES THE AMOUNTS OF ANY PAYMENT TO BE MADE TO THE CEO AND FOR ALL OTHER ORGANIZATION EMPLOYEES WITH THE CONCURRENCE OF THE EXECUTIVE COMMITTEE. FORM 990, PART VII, SECTION A, LINE 5 NAME OF UNRELATED ORGANIZATION: CROWE & DUNLEVY TYPE OF COMPENSATION: W2 WAGES AMOUNT OF COMPENSATION: THERE IS NO WAY TO DETERMINE THE DIRECT AMOUNT OF COMPENSATION PAID FOR THE FEES PAID BY THE ORGANIZATION. PERSON RECEIVING COMPENSATION: SCOTT MEACHEM FORM 990, PART III, LINE 3 THE OKLAHOMA CENTER FOR SCIENCE AND TECHNOLOGY (OCAST) ENDED THE TECHNOLOGY BUSINESS FINANCE PROGRAM AS OF JUNE 30, 2024. THE JOINT VENTURE BETWEEN I2E AND ACT HOUSE ENDED MARCH 31, 2024. ASCEND BIOVENTURES, A WHOLLY OWNED FOR-PROFIT SUBSIDIARY OF I2E, CEASED OPERATIONS AS OF AUGUST 31, 2024. OKLAHOMA BIOSCIENCE INSTITUTE, A WHOLLY OWNED CHARITABLE ORGANIZATION, CEASED OPERATIONS AT JUNE 30,2024 AS THESE SERVICES WERE TRANSFERRED TO THE GREATER OKC CHAMBER. FORM 990, PART V, LINE 2B I2E, INC. HAS A CO-EMPLOYMENT RELATIONSHIP WITH A COMPANY CALLED NEXTEP. NEXTEP IS I2E'S PAYROLL SERVICE PROVIDER. EVERY STAFF MEMBER'S FORM W-2 IS PROVIDED UNDER THE NEXTEP TAX ID NUMBER. ALL W-3 TRANSMITTALS AND FORMS 941 ARE ALSO FILED UNDER THE NEXTEP TAX ID NUMBER. FORM 990, PART VI, SECTION A, LINE 1A THE SECRETARY IS A NON-VOTING MEMBER OF THE BOARD. THE PRIMARY FUNCTION OF THE EXECUTIVE COMMITTEE (COMMITTEE) IS TO EXERCISE POWERS OF THE BOARD OF DIRECTORS (BOARD) ON MATTERS WHICH ARISE BETWEEN REGULARLY SCHEDULED BOARD MEETINGS OR WHEN IT IS NOT PRACTICAL OR FEASIBLE FOR THE BOARD TO MEET. THE COMMITTEE WILL CONSIST OF UP TO ELEVEN (11) VOTING MEMBERS SELECTED BY THE BOARD FROM AMONG MEMBERS OF THE BOARD, INCLUDING THE FOLLOWING: BOARD CHAIR; BOARD VICE CHAIR; CHAIR OF THE FINANCE AND AUDIT COMMITTEE; CHAIR OF THE INVESTMENT COMMITTEE(S), CHAIR OF THE NOMINATING AND GOVERNANCE COMMITTEE, CHAIR OF THE COMPENSATION COMMITTEE, CHAIR OF THE GOVERNMENT RELATIONS COMMITTEE, CHAIR OF THE RESOURCE DEVELOPMENT COMMITTEE, IMMEDIATE PAST BOARD CHAIR AND SUCH AT-LARGE MEMBERS AS MAY BE DESIGNATED BY RESOLUTION ADOPTED BY THE BOARD. THE COMMITTEE IS CHAIRED BY THE BOARD CHAIR; IN THE EVENT THE BOARD CHAIR IS ABSENT, THE BOARD VICE CHAIR SHALL ACT AS THE CHAIR. THE PRESIDENT OF THE CORPORATION SHALL BE AN EX OFFICIO, NON-VOTING MEMBER OF THE COMMITTEE. KEY RESPONSIBILITIES A. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE CERTIFICATE OF INCORPORATION AND THE BYLAWS, THE COMMITTEE IS EMPOWERED TO ACT FOR THE FULL BOARD ON ALL MATTERS, SUBJECT, HOWEVER, TO THE FOLLOWING LIMITATIONS: THE COMMITTEE SHALL NOT HAVE THE POWER OR AUTHORITY TO ACT ON THE FOLLOWING MATTERS: I) ADOPTING, AMENDING OR REPEALING ANY BYLAW; OR II) FILLING VACANCIES ON THE BOARD; III) CHANGING THE MEMBERSHIP OF, OR FILLING VACANCIES IN, THE EXECUTIVE COMMITTEE; OR IV)AMEND OR REPEAL ANY RESOLUTION ADOPTED OR ACTION TAKEN PREVIOUSLY BY THE BOARD. B. THE COMMITTEE MAY ACT FOR THE BOARD ONLY WHEN THE BOARD IS NOT IN SESSION. C. THE COMMITTEE MAY CALL A SPECIAL MEETING OF THE BOARD. D. THE COMMITTEE SHALL REPORT ALL ACTION TAKEN BY IT TO THE BOARD AT ITS NEXT REGULAR MEETING SUCCEEDING THE TAKING OF SUCH ACTION. E. UPON RECOMMENDATION OF THE COMPENSATION COMMITTEE, THE EXECUTIVE COMMITTEE SHALL REVIEW, MONITOR AND APPROVE ALL MATTERS CONCERNING COMPANY COMPENSATION, BENEFIT AND HUMAN RESOURCE PHILOSOPHY, PRIORITIES AND OBJECTIVES. F. UPON RECOMMENDATION OF THE COMPENSATION COMMITTEE, THE EXECUTIVE COMMITTEE SHALL MONITOR THE PERFORMANCE OF THE CORPORATION'S PRESIDENT AND APPROVE COMPENSATION AND OTHER EMPLOYMENT TERMS, AND SHALL PLAN AND PROVIDE OVERSIGHT FOR THE SUCCESSION PROCESS FOR THE PRESIDENT. G. THE COMMITTEE SHALL CONSIDER AND APPROVE OR DISAPPROVE ALL COMMITTEE CHAIR APPOINTMENTS AND APPOINTMENTS OF COMMITTEE MEMBERS MADE BY THE BOARD CHAIR. FORM 990, PART VI, SECTION B, LINE 11B A COMPLETE COPY OF THE FORM 990 IS MADE AVAILABLE TO ALL BOARD MEMBERS FOR THEIR REVIEW PRIOR TO ITS FILING. FORM 990, PART VI, SECTION B, LINE 12C ENFORCEMENT OF CONFLICTS POLICY EACH BOARD MEMBER, OFFICER, AGENT AND EMPLOYEE AGREES THAT IF THEY HAVE ANY DIRECT OR ANY INDIRECT INTEREST IN ANY APPROVAL, CONTRACT OR AGREEMENT UPON WHICH THEY MAY BE CALLED UPON TO ACT OR VOTE, THEY SHALL DISCLOSE THE SAME TO THE BOARD OF I2E, INC. PRIOR TO THE TAKING OF ANY ACTION BY I2E, INC. CONCERNING SUCH CONTRACT OR AGREEMENT AND WILL DISCLOSE THE NATURE AND EXTENT OF SUCH INTEREST AND ACQUISITION THEREOF. THIS DISCLOSURE IS PUBLICLY ACKNOWLEDGED BY I2E, INC. AND ENTERED UPON THE MINUTES OF I2E, INC. IF A BOARD MEMBER, OFFICER, AGENT OR EMPLOYEE HOLDS SUCH AN INTEREST, THEY MUST REFRAIN FROM ANY FURTHER OFFICIAL INVOLVEMENT IN REGARD TO SUCH CONTRACT OR AGREEMENT, FROM VOTING ON ANY MATTER PERTAINING TO SUCH CONTRACT OR AGREEMENT, AND FROM COMMUNICATING WITH OTHER BOARD MEMBERS, OFFICERS, AGENTS OR EMPLOYEES CONCERNING SAID CONTRACT OR AGREEMENT. IN THE COURSE OF ALL I2E, INC. RELATED MEETINGS OR ACTIVITIES, EACH BOARD MEMBER, OFFICER, AGENT AND EMPLOYEE AGREES TO DISCLOSE ANY INTERESTS IN ANY TRANSACTION OR DECISION WHERE THEY, INCLUDING THEIR BUSINESS OR OTHER AFFILIATIONS, THEIR FAMILY, EMPLOYER, OR CLOSE ASSOCIATES WILL RECEIVE A BENEFIT OR GAIN. AFTER DISCLOSURE, THEY UNDERSTAND THAT THEY WILL REMOVE THEMSELVES PRIOR TO ANY DISCUSSION AND WILL NOT VOTE ON OR OTHERWISE PARTICIPATE IN ANY DECISION INVOLVING THE POTENTIAL CONFLICT. EACH EMPLOYEE SHALL BE RESPONSIBLE FOR PROMPTLY REPORTING TO THE INVESTMENTS COMPLIANCE OFFICER ANY POTENTIAL EMPLOYEE CONFLICTS OF INTEREST THAT MIGHT EXIST WITH RESPECT TO A POTENTIAL INVESTMENT OF ANY FUNDS MANAGED BY THE COMPANY OR WITH RESPECT TO ANY COMPANY IN WHICH THE COMPANY HAS PREVIOUSLY INVESTED FUNDS IT MANAGES. FOR THE PURPOSE OF THIS SECTION "POTENTIAL EMPLOYEE CONFLICTS OF INTEREST" SHALL INCLUDE ANY FINANCIAL INTEREST IN OR WITH A POTENTIAL OR ACTUAL RECIPIENT OF COMPANY MANAGED FUNDS BY THE EMPLOYEE, THE EMPLOYEE'S SPOUSE, ANY CHILD OF THE EMPLOYEE OR ANY PARENT, BROTHER OR SISTER OR SPOUSE OR CHILD OF A BROTHER OR SISTER OF THE EMPLOYEE, OR INDIVIDUAL OWNING AN INTEREST IN EXCESS OF 10% IN ANY ENTITY IN WHICH THE EMPLOYEE OWNS AN INTEREST IN EXCESS OF 10%(COLLECTIVELY, THE "EMPLOYEE CONFLICT GROUP"). FOR PURPOSES OF THIS SECTION, AN EMPLOYEE SHALL BE DEEMED TO HAVE INDIRECT OWNERSHIP AND CONTROL OF AN ENTITY IN WHICH A MEMBER OF THE EMPLOYEE CONFLICT GROUP HAS AN OWNERSHIP IN EXCESS OF 10% OR SERVES AS CEO OR PRESIDENT. THE COMPANY SHALL NOT MAKE AN INVESTMENT IN A COMPANY WITH A POTENTIAL EMPLOYEE CONFLICT OF INTEREST EXCEPT THAT THE EXECUTIVE COMMITTEE MAY APPROVE FOLLOW-ON INVESTMENTS OR OTHER SUBSEQUENT INVESTMENTS IN COMPANIES IN WHICH THE COMPANY HAS PREVIOUSLY MADE AN INVESTMENT WHERE THE POTENTIAL EMPLOYEE CONFLICT OF INTEREST AROSE OR BECAME APPARENT AFTER THE INITIAL INVESTMENT AND THE EXECUTIVE COMMITTEE DETERMINES SUCH INVESTMENT IS IN THE BEST INTEREST OF THE PARTICULAR FUND FROM WHICH THE PREVIOUS INVESTMENT WAS MADE. EACH DIRECTOR AND COMMITTEE MEMBER WHO SERVES ON A BOARD COMMITTEE CHARGED WITH INVESTMENT OF FUNDS MANAGED BY THE COMPANY WITH RESPECT TO PROPOSED INVESTMENTS BY THE COMMITTEE ON WHICH THE INDIVIDUAL SERVES AND ANY DIRECTOR SERVING ON THE EXECUTIVE COMMITTEE OR COMPENSATION COMMITTEE SHALL PROMPTLY REPORT TO THE INVESTMENTS COMPLIANCE OFFICER, THE CEO AND THE CHAIRMAN OF THE COMMITTEE CONSIDERING INVESTMENT ANY PROPOSED INVESTMENT OF COMPANY MANAGED FUNDS WHICH COULD PRESENT POTENTIAL CONFLICT OF INTEREST WITH RESPECT TO THE BOARD MEMBER ("POTENTIAL BOARD MEMBER CONFLICT"). A POTENTIAL BOARD MEMBER CONFLICT SHALL BE DEFINED AS ANY FINANCIAL INTEREST INVOLVING DIRECT OWNERSHIP INTEREST OR INDIRECT OWNERSHIP AS DEFINED BELOW, EMPLOYMENT RELATIONSHIP OR CONTRACTUAL RELATIONSHIP WITH AN AGGREGATE VALUE IN EXCESS OF $25,000 IN OR WITH THE POTENTIAL RECIPIENT OF COMPANY MANAGED FUNDS BY THE DIRECTOR, THE DIRECTOR'S SPOUSE, ANY CHILD OF THE DIRECTOR OR ANY PARENT, BROTHER OR SISTER OR SPOUSE OR CHILD OF A BROTHER OR SISTER OF THE DIRECTOR, OR INDIVIDUAL OWNING AN INTEREST IN EXCESS OF 10% IN ANY ENTITY IN WHICH THE DIRECTOR OWNS AN INTEREST IN EXCESS OF 10%(COLLECTIVELY, THE "DIRECTOR CONFLICT GROUP"). FOR PURPOSES OF THIS SECTION, A DIRECTOR SHALL BE DEEMED TO HAVE INDIRECT OWNERSHIP AND CONTROL OF ANY ENTITY IN WHICH A MEMBER OF THE DIRECTOR CONFLICT GROUP HAS AN OWNERSHIP IN EXCESS OF 10% OR SERVES AS CEO OR PRESIDENT. IT SHALL NOT BE CONSIDERED A POTENTIAL BOARD MEMBER CONFLICT FOR A COMPANY DIRECTOR OR COMMITTEE MEMBER TO SERVE AS AN OFFICER OR DIRECTOR OF A COMPANY RECEIVING COMPANY MANAGED FUNDS PROVIDED SUCH SERVICE IS AFTER THE DATE OF THE INVESTMENT OF COMPANY MANAGED FUNDS AND NO AGREEMENT FOR SUCH SERVICE OR DISCUSSIONS RELATING TO SUCH SERVICE EXISTED OR HAD TAKEN PLACE AS OF THE DATE OF THE INVESTMENT OF COMPANY MANAGED FUNDS AND AT LEAST 90 DAYS HAVE EXPIRED SINCE THE DATE OF THE INVESTMENT OF COMPANY MANAGED FUNDS. FORM 990, PART VI, SECTION B, LINE 15A PER THE TENTH AMENDED AND RESTATED BYLAWS THE BOARD SHALL APPOINT A COMPENSATION COMMITTEE WHICH SHALL (I) ASSESS AND RECOMMEND TO THE EXECUTIVE COMMITTEE ORGANIZATIONAL PERFORMANCE PERCENTAGES FOR PURPOSE OF PERFORMANCE BONUSES; (II) APPROVE PAYMENT OF ANY PAYMENTS UNDER THE COMPANY'S INVESTMENT PERFORMANCE INCENTIVE COMPENSATION PLAN; (III) EVALUATE AND RECOMMEND TO THE EXECUTIVE COMMITTEE THE PERFORMANCE BONUS ATTAINMENT PERCENTAGE FOR THE PRESIDENT; (IV) EVALUATE AND RECOMMEND TO THE EXECUTIVE COMMITTEE THE COMPENSATION FOR THE PRESIDENT. FORM 990, PART VI, SECTION C, LINE 19 THE FORM 990 IS AVAILABLE ON GUIDESTAR. EXISTENCE OF CONFLICT OF INTEREST POLICY IS NOTED IN THE 990. FINANCIAL STATEMENTS ARE PROVIDED IN AN ANNUAL REPORT AVAILABLE TO THE PUBLIC ON OUR WEBSITE. GOVERNING DOCUMENTS AND POLICIES ARE AVAILABLE UPON REQUEST FROM THE DIRECTOR OF FINANCE. 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