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THE SALKE FOUNDATION Self Awareness-Loving-Kindness-Empathy GRAPHIC DESIGN AND WRITTEN BY MCP ® Skype: mcyearwood-cp, mcyearwood-cp Email: [email protected], [email protected] AE•AUS•CAN•CH•CN•EC•EU•FR•HK•IN•RU•UA•UK•USA•VE

THE SALKE FOUNDATION President Self Awareness, Loving Kindness, Empathy Foundation ARTICLE I The Role of THE SAKE FOUNDATION The SAKE FOUNDATION is a Private Charitable Foundation (PCF) is a separate entity, privately funded and formed with the wish of Helen Martin Harnan. It is created with the specific purpose of contributing to various charitable causes. As a distinct, legal entity, The Private Charitable Foundation. 1. Contributes to a charitable cause and takes a tax deduction, while relinquishing personal control over her gift. 2. Minimizes her estate tax liability. 3. Avoids capital gains tax on the sale of appreciated property contributed to the charity of her choice. 4. Provides continuing employment and activity for her family members. 5. Identifies and preserves her family name for generation to come. Create and Control her PCF As a Private Family Foundation it is created with a charitable \"intent.\" The Foundation is managed by a Trustee; that oversees the Foundation's investments and distributes the Foundation's Assets. HELEN MARTIN HARMAN, is the Owner of THE SALKE FOUNDATION, this way, she maintain control over the assets contained in the Foundation. Instead of making a one-time gift to a public charity; and losing control of that gift, she will monitor her favourite charities. If one non-profit changes its focus, or if a more meaningful cause comes along, she can reallocate your Foundation's support.

ARTICLE II Special Tax Advantages This Private Charitable Foundations have special tax advantages, because it is considered as a \"charitable Foundation\". Because of this classification, any earnings on Foundation Assets are tax- exempt, and can be distribute to the charities of choose. If established properly, this Private Charitable Foundation can often avoid capital gains taxes on highly-appreciated assets. In addition, interest and investment earnings that are not slapped with an income tax can instead be used to help the charities or causes supported. Immediate Tax Benefits WHAREAS; the Owner, herein mentioned above has highly-appreciated assets that are in holding to avoid steep capital gains taxes, a Private Charitable Foundation could help. Any appreciated assets that are transfer to this Private Charitable Foundation can be sold by the Foundation with no capital gains taxes. This is because of the Foundation's charitable status. In so saying; every thing can be bought under the name of this Private Charitable Foundation, and sell at a higher price and pay not Taxes. WHEREAS; The Foundation purchase a house for USD 275,000, do a little refurbishing and three weeks later, sells the house for USD 350,000 and pay no Sale Tax. The USD 75,000 can be use for further investments, charities and operation expenses, or transfer to a Trust, etc. Secondly, the Foundation can obtain an immediate tax deduction for any money or property to grant to the Foundation. This deduction can equal up to 30% of the adjusted gross income (20% for appreciated property). Any income tax deduction not used in the contribution year may be carried forward over the next five years. The valuation of these deductions depends on a number of things, including original cost and the type of property being transferred. Estate Tax Benefits Every dollar contributed to this Private Charitable Foundation means one less dollar that is included in foundation Estate. Gifts that are regularly made to charities can instead be used to fund the PCF. And if there is a higher tax bracket, that could ultimately save up to 46% in Estate Taxes.

Best of all, the Owner can make such contributions to their Private Charitable Foundation without affecting the USD12,000 annual Gift Tax exclusion or the current USD1 Million Gift Tax Credit. Required Distributions to Charities WHEREAS; Private Charitable Foundations have certain laws they must abide by, because they are a legal entity. For instance, by Law, a Private Charitable Foundation must distribute at least five percent (5%) of its assets each year to public charities. Let's suppose the Owner leaves USD 2,000,000 to their Private Charitable Foundation. The IRS says that the Owner must distribute at least USD 100,000 (or 5%) to recognised charities in order for the Foundation to qualify for its special tax advantages. Of course, the Owner select a higher payout if willing to do so; hereby the five percent is the absolute minimum. The annual payout is established when first sit down with a qualified Estate Attorney who has experience working with large Estates. And the difference between what the assets earn (e.g. 15% per year) and the mandatory payout can be put back into the Foundation. Employment for the Family WHEREAS; the Owner of the Foundation may arrange for their Heirs and Descendants to receive salaries as \"employees\" of the Foundation. Simply name family members as replacement Successor to succeed after death or resignation. The Foundations shall pay their directors using the difference between their required distributions and their annual income. If the Foundation is earning 15% annually on its assets, but only paying 5% annually to charities, the difference can be distributed for legitimate expenses, including salaries for the Directors of the Foundation and as Investment Vehicles. Ensuring Heirs WHEREAS; charities will definitely benefit from the Foundation, the children are deprived of the donated assets, after Estate Taxes are accounted for. To remedy this situation, some individuals also may choose to establish a Generation-Skipping Dynasty Trust (like The Legacy Trust) to avoid estate taxes for up to three generations. The Legacy Trust, which is an advanced type of Dynasty Trust, also acts as a shield for assets; subject to variations in Law.

When properly drafted and implemented, the Legacy Trust can also help place assets outside the Estate, outside the reach of creditors, judgments, malpractice and divorce. The Legacy Trust can also provide a substantial benefit for the Heirs, particularly through the use of Cash-Rich Life Insurance. After funding The Legacy Trust with annual gifts, it can purchase Insurance payable to the Heirs or to the Trust; as beneficiaries of The Legacy Trust. The children would then receive a lump-sum when the Owner pass away, or have The Legacy Trust support grandchildren and great-grandchildren. All of these benefits are usually 100% Estate Tax- and Income Tax-Free when structured properly. ARTICLE III The Foundation The Private Charitable Foundations can also be combined with Charitable Remainder and Charitable Lead Trusts. By doing so, the Owner may able to draw a significant income for lifetimes and earn significant Tax Savings, while still maintaining a large degree of control on all assets. Be Careful of Those Caveats As with any Estate Planning Strategy, there are drawbacks. There are up- front legal costs that make it prohibitive for many Estates under USD 2-3 Million. This Private Charitable Foundation must also be legitimate, like a real business. The keeping of books and records to show how decisions taken, and establish strict rules prohibiting self-dealing. Salaries must be earned, with enough documentation to show that work was actually performed. There are also potential excise taxes, and significant penalties if the minimum 5% annual distribution is not adhered to. Nonetheless, after seeking professional tax advice, the Owner will be able to meet the objectives through this established Private Charitable Foundation. Statutory Anatomical Gift Act WHEREAS; An anatomical gift of all or part of the body may be made by will. The gift becomes effective upon the death of the testator without waiting for probate. If the will is not probated or if it is declared invalid for testamentary purposes, the gift, to the extent that it has been acted upon in good faith, is nevertheless valid and effective.

An anatomical gift of all or part of the body may also be made by a document of gift other than a will. A \"document of gift\" means a document other than a will. Unless the gift is deemed medically unsuitable, the gift becomes effective and irrevocable upon the death of the donor and does not require the consent or concurrence of any Other person after the donor's death. WHEREAS; The document of gift, which may be a card designed to be carried on the person, must be signed by the donor. If the donor cannot sign, the document of gift may be signed for him at his direction and in his presence and in the presence of two witnesses who must sign the document in his presence. Delivery of the document of gift during the donor's lifetime is not necessary to make the gift valid. The gift may be made to a specified donee or an unspecified donee. If the gift is made by the donor to a specified donee, the document of gift or an executed copy thereof may be delivered to the donee to expedite the appropriate procedures immediately after death. Delivery is not necessary to the validity of the gift. If the document of gift or an executed copy thereof has been delivered to a specified donee, the donor may amend or revoke the gift by: The execution and delivery to the donee of a signed statement; An oral statement made in the presence of two persons and communicated to the donee; A statement during a terminal illness or injury, which statement is addressed to an attending physician and communicated to the donee; or A signed card or document found on his person or in his effects. Any document of gift which has not been delivered to the donee may be revoked by the donor in the manner set out above or by the destruction, cancellation, or mutilation of the document and all executed copies of the document. A gift made by a will may also be amended or revoked in the manner provided for the amendment or revocation of wills or as set out above.

ARTICLE IV WHEREAS; The SALKE FOUNDATION, herein mentioned is a Private Foundation tailored made for the exclusive use and purpose for the SALKE FOUNDATION, hereby in representation by the Chair Person/President of the Foundation, Ms. Helen Martin Harman. Powerful Private Foundation's Solutions WHEREAS; Managing wealth is becoming increasingly complex. Corporations, high net worth individuals and families all turn to Foundations to maintain control of their Assets in multiple regulatory and tax environments. The CREATOR offers a comprehensive range of Trustee Services to help achieve the financial, estate, and succession planning objectives. The SALKE FOUNDATION shall be provided with decades of experience in Foundation management and financial planning solutions for activities globally. WHEREAS; The SALKE FOUNDATION shall have the Foundation formation and administration of types; ranging from simple to complex Foundation Special Purpose Vehicles (SPVs), incorporating underlying SPVs and companies to be held under the Foundation, and maintaining statutory records. WHEREAS; The Services provided by the Foundation include estate and succession planning, ensuring that assets are made over to specified persons at specified times according to the terms of the Foundation; which is structured to the specific family requirements, ensuring continuity of a family business and/or estate after the passing of their Successors. WHEREAS; The Foundation is organised exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organisations that qualify as exempt organisations under section of the Internal Revenue Code, or the corresponding section of any future federal tax code. WHEREAS; The names and addresses of the persons who are the Owner of the Foundation is as follows. WHEREAS; No part of the net earnings of the Foundation shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons,

Except that the Foundation shall be authorised and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article hereof. No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in, or intervene in; including the publishing or distribution of statements, any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Foundation shall not carry on any other activities not permitted to be carried on (a) by any Entity exempt from federal income tax under section of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a Foundation or Corporation, contributions to which are deductible under other sections of the Internal Revenue Code, or the corresponding section of any future federal tax code. If reference to federal law in articles of incorporation imposes a limitation that is invalid in a State, the Foundation may wish to substitute the following for the last sentence of the preceding paragraph; \"Notwithstanding any other provision of these articles, this Foundation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Foundation. WHEREAS; Upon the dissolution of the Foundation, assets shall be distributed for one or more exempt purposes within the meaning of section of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the Federal Government, or to a State or Local Government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Foundation is then located, exclusively for such purposes or to such Foundation or Organisation, as said Court shall determine, which are organised and operated exclusively for such purposes. WHEREAS; The SALKE FOUNDATION will distribute its income for each tax year at a time and in a manner as not to become subject to the tax on undistributed income imposed by any sections of the Internal Revenue Code, or the corresponding section of any future federal tax code. WHEREAS; The SALKE FOUNDATION will not engage in any act of self- dealing as defined in any section of the Internal Revenue Code, or the corresponding section of any future federal tax code.

WHEREAS; The SALKE FOUNDATION will not retain any excess business holdings as defined in any section of the Internal Revenue Code, or the corresponding section of any future federal tax code. WHEREAS; The SALKE FOUNDATION will not make any investments in a manner as to subject it to tax under section of the Internal Revenue Code, or the corresponding section of any future federal tax code. WHEREAS; The SALKE FOUNDATION will not make any taxable expenditures as defined in any section of the Internal Revenue Code, or the corresponding section of any future federal tax code. ARTICLE V Foundation Indenture WHEREAS; Any other provisions of this instrument notwithstanding, the TRUSTEE shall distribute its income for each tax year at a time and in a manner as not to become subject to the tax on undistributed income imposed by any section of the Internal Revenue Code, or the corresponding section of any future federal tax code. WHEREAS; Any other provisions of this instrument notwithstanding, the trustees will not engage in any act of self-dealing as defined in all sections of the Internal Revenue Code, or the corresponding section of any future federal tax code; nor retain any excess business holdings as defined in any section of the Internal Revenue Code, or the corresponding section of any future federal tax code; nor make any investments in a manner as to incur tax liability under any section of the Internal Revenue Code, or the corresponding section of any future federal tax code; nor make any taxable expenditures as defined in any section of the Internal Revenue Code, or the corresponding section of any future federal tax code. Grant Amount WHEREAS; The Foundation will pay the total grant amount specified in the Reporting and Payment Schedule below. The Foundation’s Chairman/Chairperson/President must approve in writing any Budget, Cost or Category Changes of more than 10%. Reporting and Payment Schedule WHEREAS; Payments are subject to Chairman/Chairperson/President of the Foundation's compliance with this Agreement, including achievement, and the Foundation’s approval, of any applicable targets, milestones, and reporting deliverable required under this Agreement.

WHEREAS; The SALKE FOUNDATION may, in its reasonable discretion, modify payment dates or amounts and will notify the Chairman/Chairperson/President of any such changes in writing. Reporting WHEREAS; The SALKE FOUNDATION shall submit reports according to the Reporting and Payment Schedule using the Foundation’s templates or forms, which the Foundation will make available and which may be modified from time to time. For a progress or final report to be considered satisfactory, it must demonstrate meaningful progress against the targets or milestones for that investment period. If meaningful progress has not been made, the report should explain why not and what adjustments made to get back on track. WHEREAS; The Foundation’s Chairman/Chairperson/President can nominate a Primary Contact, known as an Administrator, Vice President or General Director; if the Chairman/Chairperson/President needs to add or modify any targets or milestones. The Foundation must approve any such changes in writing, and agree to submit other reports the Foundation may reasonably request. Projection Description and Charitable Purpose WHEREAS; The SALKE FOUNDATION is awarding this grant to carry out Projects and Programs described in the Proposal Narrative and Results Framework and Tracker collectively, \"Project and Program\", in order to further the Charitable Charitable Purpose WHEREAS; The SALKE FOUNDATION, in its discretion, may approve in writing any request by the Chairman/Chairperson/President to make non-material changes to the Proposal Narrative and/or Results Framework and Tracker. Use of Funds Prohibited Activities WHEREAS; No part of the net earnings of the Foundation shall inure to the benefit of, or be distributed to its members, officers, or other private persons, except that the Foundation shall be authorised and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Agreement.

No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in, or intervene in including the publishing or distribution of statements, any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this Foundation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of its specific intents herein established. WHEREAS; The SALKE FOUNDATION may not use Funds provided under this Agreement, \"Grant Funds\" for any purpose other than the Project and Program. The Foundation may not use Grant Funds to reimburse any expenses of the Foundation's Executives incurred prior to the Start Date. WHEREAS; At the Foundation’s request, any such breach shall be re-payed of any portion of Grant Funds and/or Income used or committed in material breach of this Agreement, as determined by the Foundation in its discretion. ARTICLE VI Investment of Funds WHEREAS; The SALKE FOUNDATION must invest Grant Funds in highly liquid investments with the primary objective of preservation of principal; e.g., an interest-bearing account or a registered money market mutual fund, so that the Grant Funds are available for the Project and/or Program. Together with any progress or final reports required under this Agreement, the Foundation must report the amount of any currency conversion gains or losses, and the amount of any interest or other income generated by the Grant Funds collectively, “Income” if Any Income be used for the Project and/or Program. ARTICLE VII Global Access Commitment WHEREAS; The SALKE FOUNDATION will conduct and manage the Project and the Funded Developments in a manner that ensures Global Access. The Foundation's Global Access commitments will survive the term of this Agreement.

Funded Developments WHEREAS; The products, services, processes, technologies, materials, software, data, other innovations, and intellectual property resulting from the Project, including modifications, improvements, and further developments to Background Technology; meaning any and all products, services, processes, technologies, materials, software, data, other innovations, and intellectual property created by the Foundation or a third party prior to or outside of the Project used as part of the Project. “Global Access” means: (a) the knowledge and information gained from the Project will be promptly and broadly disseminated; and (b) the Funded Developments will be made available and accessible at an affordable price (i) to people most in need within developing countries, or (ii) in support of the Foundation's Principle Objectives, which also include education, poverty, health care, as applicable to the Project. Publication WHEREAS; Consistent with the Foundation's Global Access commitments, if the Project or Program description specifies Publication or is otherwise requested, the Foundation will seek prompt Publication of any Funded Developments consisting of data and results. Publication Means WHEREAS; Publication in a peer-reviewed journal or other method of public dissemination specified in the Project description or otherwise approved by the Foundation in writing. Publication may be delayed for a reasonable period for the sole purpose of seeking patent protection, provided the patent application is drafted, filed, and managed in a manner that best furthers Global Access; which may be modified from time to time. Nothing in this section shall be construed as requiring Publication in contravention of any applicable ethical, legal, or regulatory requirements. The Foundation will mark any Funded Development subject to this clause with the appropriate notice or attribution. Sub-Grants and Sub-Contractors WHEREAS; The SALKE FOUNDATION have the exclusive right to select sub-grantees and subcontractors to assist with any Project and/or Program.

Responsibility for Others WHEREAS; The SALKE FOUNDATION are responsible for all acts and omissions of any of its directors, officers, employees, sub-grantees, sub- contractors, contingent workers, agents, and affiliates assisting with the Project and ensuring their compliance with the terms of this Agreement. Anti-Terrorism WHEREAS; The SALKE FOUNDATION will not use Funds provided under this Agreement, directly or indirectly, in support of activities (a) prohibited by Laws, Rules and Regulations related to combating terrorism; (b) with persons on the List of Specially Designated Nationals and Internationals or entities owned or controlled by such persons; or (c) with countries against which countries which maintains comprehensive or targeted sanctions; unless such activities are fully authorised by Governments under applicable Law and specifically approved by the Foundation in its sole discretion. Anti-Corruption and Anti-Bribery WHEREAS; The SALKE FOUNDATION will not offer or provide money, gifts, or any other things of value directly or indirectly to anyone in order to improperly influence any act or decision relating to the Foundation or the Project, including by assisting any party to secure an improper advantage. Lobbying and Electioneering Prohibition WHEREAS; The SALKE FOUNDATION may not use Grant Funds to influence the outcome of any election for public office or to carry on any voter registration drive. The Chairman/Chair Person/President, the Board of Directors and Executives herein; acknowledge that the Foundation has not earmarked Grant Funds to support lobbying activities or to otherwise support attempts to influence legislation. Activities will be conducted consistent with the private foundation lobbying rules and exceptions under Internal Revenue Code Section and related regulations. WHEREAS; The Chairman/Chair Person/President, the Board of Directors and Executives, confirm that the Budget or the combined project budget if there are multiple Funders, accurately reflects that the Foundation will expend at least the amount of the Grant Funds on (a) non-lobbying activities in the project year, or (b) for multiple year projects, the total non-lobbying portion of the Project.

Other Lobbying, Gift and Ethics Rules WHEREAS; The SALKE FOUNDATION agrees to comply with any national, state, local, or other lobbying, gift, and ethics rules applicable to the Project. The Foundation is not retaining or employing any person and/or entity to engage in lobbying activities. Publicity by the Foundation WHEREAS; The SALKE FOUNDATION may include information about the award of this grant, including Your name, in its periodic public reports and may make such information available on its website and as part of press releases, public reports, speeches, newsletters, tax returns, and other public disclosures. All publicity must obtain the Foundation’s prior written approval before, (a) issuing a press release or other public announcement regarding this grant; and (b) any other public use of the Foundation’s name or logo. Publicity by Others WHEREAS; The SALKE FOUNDATION and its sub-grantees, sub- contractors, contingent workers, agents, or affiliates may not state or imply to third parties that the Foundation directly funds or otherwise endorses their activities. Compliance with Laws WHEREAS; In carrying out the Project or Program, the Foundation will comply with all applicable laws, regulations, and rules and will not infringe, misappropriate, or violate the intellectual property, privacy, or publicity rights of any third party. Reliance WHEREAS; The SALKE FOUNDATION acknowledge that the Foundation is relying on the information provide in reports and during the course of any due diligence conducted prior to the Start Date and during the term of this Agreement. WHEREAS; The Chairman/Chair Person/President, the Board of Director and Executives represent that the Foundation may continue to rely on this information and on any additional information provide regarding activities, progress, and Funded Developments.

Terms WHEREAS; This Agreement commences on the Start Date and continues until the End Date, unless terminated earlier as provided in this Agreement. The Foundation, in its discretion, may approve in writing any request by the President for a no-cost extension, including amending the End Date and adjusting any affected reporting requirements. Termination WHEREAS; The SALKE FOUNDATION may modify, suspend, or discontinue any payment of Grant Funds or terminate this Agreement if: (a) the Foundation is not reasonably satisfied with the progress on the Project; (b) there are significant changes to the leadership or other factors that the Foundation reasonably believes may threaten the Project’s success; (c) there is a change in the control; (d) there is a change in the tax status; or (e) the Project and/or Program fail to comply with this Agreement. Return of Funds WHEREAS; Any Grant Funds that have not been used for, or committed to, the Project upon expiration or termination of this Agreement must be returned promptly to the Foundation, applied to another Foundation- funded project; current or under consideration, or applied to another mutually-agreed upon charitable purpose, as directed in writing by the Foundation. Any Income that has not been used for, or committed to, the Project must be either applied to another Foundation-funded project; current or under consideration, or applied to another mutually-agreed upon charitable purpose, as directed in writing by the Foundation. Record Keeping WHEREAS; The SALKE FOUNDATION will maintain complete and accurate accounting records and copies of any reports submitted to the Foundation relating to the Project and/or Program. The Foundation will retain such records and reports for a minimum of 7 years after Grant Funds have been fully spent. At the Trustee’s request, the Foundation will make such records and reports available to enable the Trustee to monitor and evaluate how Grant Funds have been used or committed.

Survival WHEREAS; The SALKE FOUNDATION'S obligations under this Agreement will be continuous and survive expiration or termination of this Agreement as expressly provided in this Agreement or otherwise required by Law or intended by their nature. Entire Agreement, Conflicts, and Amendments WHEREAS; This Agreement contains the entire responsibilities and obligations of the Parties and supersedes all prior and contemporaneous agreements concerning its subject matter. If there is a conflict between this Agreement and the Proposal Narrative, Results Framework and Tracker, or Budget, this Agreement will prevail. Except as specifically permitted in this Agreement, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of all Parties, namely; the CREATOR, TRUSTEE and the Chairman/Chair Person/President of this Foundation. Notices and Approvals WHEREAS; Written notices, requests, and approvals under this Agreement must be delivered by mail or email to the other Party’s primary contact specified on the Agreement Summary and Signature Page, or as otherwise directed by the other Party. Severability WHEREAS; Each provision of this Agreement must be interpreted in a way that is enforceable under applicable Law. If any provision is held unenforceable, the rest of the Agreement will remain in effect. Assignment WHEREAS; The SALKE FOUNDATION shall not assign, or transfer by operation of Law or Court Order, any of its rights or obligations under this Agreement without the Foundation’s prior written approval. This Agreement will bind and benefit any permitted successors and assigns. Counterparts and Electronic Signatures WHEREAS; Except as may be prohibited by applicable Law or Regulation, this Agreement and any amendment may be signed in counterparts, by facsimile, PDF, or other electronic means, each of which will be deemed an original and all of which when taken together will constitute one agreement. Facsimile and electronic signatures will be binding for all purposes.

The following clauses will be included in project support grant agreements if relevant to projects and/or programs, as determined by the foundation. These Terms are Non-Negotiable. Evaluation WHEREEAS; Included in all Program grants, the Trustee agree to notify the Foundation and provide copies of any reports or findings conducted or commission any research or evaluation regarding a Project and/or Program. Any Party selected to participate in Foundation-funded research or evaluation relating to a Project and/or Program, agree to: (a) designate a primary point of contact; (b) cooperate with the Foundation’s evaluation partner as reasonably required to implement an evaluation plan; (c) provide or facilitate the collection of data as reasonably required; and (d) permit dissemination of resulting reports or findings. Global Access Objectives WHEREAS; Included if the Foundation requires that Global Access commitments be further defined. To further define the Foundation's Global Access commitments, the Foundation will be required to complete a Global Access Strategy and any other Global Access activities and documentation listed in the Reporting and Payment Schedule. The Global Access Strategy should address the following concepts with respect to all Funded Developments: (a) identification of Background Technology at the outset of the Project and any Funded Developments created during the Project and specific strategies to ensure access to such Funded Developments and Background Technology; (b) agreements and/or procedures for transfers of materials and data among Project Collaborators or third parties relevant to the Project; (c) reporting processes for the credibility of the Project and/or Program, to the Foundation as well as the publishing and dissemination of the knowledge and information gained from the Project; (d) strategies to secure, manage and allocate intellectual property rights associated with the Funded Developments or Background Technology in a way that ensures Global Access while providing incentives for future potential private sector participation; and (e) anticipated development, commercialization and sustainability strategies during and after the Project to ensure that Global Access can be met.

WHEREAS; The Foundation shall not materially change the plans and strategies contained in any Global Access documents after they have been approved by the Foundation without the Foundation’s prior written approval. You will provide the Foundation with updates to the Global Access Strategy during each year of the Project describing any new or modified approaches with respect to Funded Developments and Background Technology, and related agreements, taking into account any new product, technology, and commercialization developments and/or market information. “Global Access Strategy” means a written document, subject to the Foundation’s approval, describing how You intend to achieve Global Access given the particular circumstances of the Project. “Project Collaborators” means all current and future sub-grantees, subcontractors, partners, agents, affiliates, or other parties who provide any input to the Project. Global Access Commitment Agreement WHEREAS; Included if the Foundation requires a Global Access Commitment Agreement In order to further define Your Global Access commitments, the foundation, herein; agrees to the terms and conditions set out in the Global Access Commitment Agreement set forth. The foundation may not materially change the plans and strategies contained in any Global Access Commitments Agreement without the TRUSTEE'S prior written approval. Upon request of the Foundation, the Foundation will provide the Trustee with progress updates evidencing the progress to attain Your Global Access Commitments. Humanitarian Projects and Programs WHEREAS; Included if foundation requires a license to Funded Developments in order to further Global Access. WHEREAS; Subject to applicable Laws and for the purpose of achieving Global Access; the CREATOR, herein; grant the Foundation a nonexclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid up, sub-licensee to make, use, sell, offer to sell, import, distribute, copy, create derivative works, publicly perform, and display Funded Developments and Essential Background Technology. “Essential Background Technology” means Background Technology that is: (a) owned, controlled, or developed by the SALKE FOUNDATION, or in-licensed with the right to sub-license; and (b) either incorporated into a Funded Development or reasonably required to exercise the license to a Funded Development. The CREATOR confirms that SALKE FOUNDATION has retained sufficient rights in the Funded Developments and Essential Background Technology to grant this license.

WHEREAS; The SALE FOUNDATION shall ensure this license survives the assignment or transfer of Funded Developments or Essential Background Technology. On request, You must promptly make available the Funded Developments and Essential Background Technology to the Foundation for use solely under this license. If You demonstrate to the satisfaction of the Foundation that Global Access can best be achieved without this license, the Foundation and You will make good faith efforts to modify or terminate this license, as appropriate. Compliance with Requirements WHEREAS; in all Projects and Programs, Global Policy and Advocacy, Communications, Foundation Strategy Office, and Chief Strategy Office grants. THE Chairman/Chair Person/President will conduct, control, manage, and monitor all Projects and/or Programs in compliance with all applicable ethical, legal, regulatory, and safety requirements, including applicable international, national, state, local, institutional, and school district or school network standards requirements. The Chairman/Chair Person/President will obtain and maintain all necessary approvals, consents, and reviews before conducting the applicable activity. As a part of the annual progress report to the Foundation, Chairman/Chair Person/President must report whether the Project or Program activities were conducted in compliance with all Requirements. If the Project or Program Involves a. any protected information, including personally identifiable, protected health, or third-party confidential), You will not disclose this information to the Foundation without obtaining the Foundation’s prior written approval and all necessary consents to disclose such information; and/or b. children, students, or vulnerable subjects, You will obtain any necessary consents and approvals unique to these subjects. Any activities by the Foundation in reviewing documents and providing input or funding does not modify Your responsibility for determining and complying with all Requirements for the Project. Compliance with Requirements WHEREAS; in all Global Health, Global Development, Global Growth and Opportunity, and Executive Office Grants.

WHEREAS; The SALKE FOUNDATION will conduct, control, manage, and monitor the Project in compliance with all applicable ethical, legal, regulatory, and safety requirements, including applicable international, national, local, and institutional standards. The Foundation will obtain and maintain all necessary approvals, consents, and reviews before conducting the applicable activity. As a part of the annual progress report, the Foundation must report to the TRUSTEE whether the Project activities were conducted in compliance with all Requirements. If the Project Involves a. any protected information, including personally identifiable, protected health, or third-party confidential, the Foundation will not disclose this information without obtaining the Foundation’s prior written approval and all necessary consents to disclose such information; b. children or vulnerable subjects, the Foundation will obtain any necessary consents and approvals unique to these subjects; and/or c. any trial involving human subjects, the Foundation will adhere to current Good Practice as defined by the Council of Foundation. Any activities by the Foundation in reviewing documents and providing input or funding does not modify the Foundation responsibility for determining and complying with all Requirements for the Project. Indemnification WHEREAS; in all Global Health, Global Development, Global Growth and Opportunity, and Executive Office Grants. If the Project and/or Program involves clinical trials, trials involving human subjects, post-approval studies, field trials involving genetically modified organisms, experimental medicine, or the provision of medical/health services (“Indemnified Activities”), the Counter Party(s) will indemnify, defend, and hold harmless the Foundation and its, employees, and agents (“Indemnified Parties”) from and against any and all demands, claims, actions, suits, losses, damages (including property damage, bodily injury, and wrongful death), arbitration and legal proceedings, judgments, settlements, or costs or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Claims”) arising out of or relating to the acts or omissions, actual or alleged, of the Foundation or employees, sub-grantees, sub-contractors, contingent workers, agents, and affiliates with respect to the Indemnified Activities.

WHEREAS; The SALKE FOUNDATION, herein agrees that any activities in connection with the Project, such as its review or proposal of suggested modifications to the Project, will not modify or waive the Foundation’s rights under this paragraph. An Indemnified Party may, at its own expense, employ separate counsel to monitor and participate in the defense of any Claim. The indemnification obligations are limited to the extent permitted or precluded under applicable federal, state or local laws, including federal or state tort claims acts, the Federal Anti- Deficiency Act, state governmental immunity acts, or state constitutions. Nothing in this Agreement will constitute an express or implied waiver of governmental and sovereign immunities, if any. Insurance WHEREAS; all Global Health, Global Development, Global Growth and Opportunity, and Executive Office Grants; the Foundation will maintain insurance coverage sufficient to cover the activities, risks, and potential omissions of the Project in accordance with generally accepted industry standards and as required by Law. The Foundation will ensure the sub- grantees and sub-contractors maintain insurance coverage consistent with this section. Monitoring, Review and Audit WHEREAS; The SALKE FOUNDATION may monitor and review the use of the Grant Funds, performance of the Project and/or Program, and compliance with this Agreement, which may include onsite visits to assess the organization’s governance, management and operations, discuss the program and finances, and review relevant financial and other records and materials. In addition, the Foundation may conduct audits, including onsite audits, at any time during the term of this Agreement, and within four years after Grant Funds have been fully spent. Any onsite visit or audit shall be conducted at the Foundation’s expense, following prior written notice, during normal business hours, and no more than once during any 12- month period. Internal and Third Party Audit WHEREAS; during the term of this Agreement the Foundation is audited by the internal audit department, or by a third party, the Foundation is responsible and under obligation to provide the Audit Report to the TRUSTEE, including the management letter and a detailed plan for remedying any deficiencies observed (“Remediation Plan”).

The Remediation Plan must include (a) details of actions You will take to correct any deficiencies observed, and (b) target dates for successful completion of the actions to correct the deficiencies. ARTICLE VIII By-Laws WHEREAS; The SALKE FOUNDATION undersigned, all of the initial Directors or Incorporators of this Foundation, and consent to, and hereby do, adopt the foregoing Bylaws, consisting of the preceding pages, as the Bylaws of the SALKE FOUNDATION. Meeting 1. Regular Meetings Regular meetings of the members shall be held quarterly, at a time and place designated by the Chairman/Chair Person/President. 2. Annual Meetings Annual meeting of the members shall take place on the First Tuesday in June, at a time and location of which will be designated by the Chairman/Chair Person/President. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the Foundation, and determine its direction of the for the coming year. 3. Special Meetings Special meetings may be called by the TRUSTEE, Chairman/Chair Person/President, the Executive Committee, or a simple majority of the Board of Directors. A petition signed by Thirty Three Percent (33%) of voting members may also call a special meeting. 4. Notice of Meetings Printed notice of each meeting shall be given to each voting member, by mail, not less than two weeks prior to the meeting. 5. Quorum A quorum for a meeting of the members shall consist of at least Fifty Five Percent (55)% of the active membership. 6. Voting All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

Regular and Annual Meetings Annual meeting of the Board of Directors shall be held at a time and day in the First Tuesday of June of each calendar year and at a location designated by Chairman/Chair Person/President or the Executive Committee of the Board of Directors. The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date. 7. Special Meetings Special meetings of the Board of Directors may be called by or at the request of the TRUSTEE, Chair, President or any three members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them. 8. Notice Notice of any special meeting of the Board of Directors shall be given at least three (3) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by Law or by these By-laws. 9. Quorum The presence, in person of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date with prior notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by Law or by these By-laws. 10. Forfeiture Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in this agreement; shall automatically forfeit his

or her seat on the Board. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of the Foundation are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in these by-laws. 11. Vacancies Whenever any vacancy occurs in the Board of Directors, it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors. 12. Compensation Members of the Board of Directors shall receive compensation for their services as Directors. 13. Informal Action by Directors Any action required by Law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors. 14. Confidentiality Directors shall not discuss or disclose information about the Foundation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Foundation's purposes, or can reasonably be expected to benefit the Foundation. Directors shall use discretion and good business judgment in discussing the affairs of the Foundation with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Foundation, including but not limited to accounts on deposit in financial institutions. Each Director shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.

15. Advisory Council An Advisory Council may be created whose members shall be elected by the members of the Board of Directors annually. The Advisory Council shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the community and support the work of the Foundation by providing expertise and professional knowledge. Members of the Advisory Council shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Advisory Council. 16. Parliamentary Procedure Any question concerning parliamentary procedure at meetings shall be determined by the Chair, and/or President by reference to Rules of Order. 17. Removal Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by vote of three- quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the Foundation would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office. Members of the Board of Directors who are removed for failure to meet the minimum requirements in these by-laws automatically forfeit their positions on the Board pursuant to this Article, and are not entitled to the removal procedure outlined in herein of this Article. ARTICLE IX 18. Officers The officers of this Board shall be the Chairman/Chairperson, President, Counsellor at Law, Vice-President, Secretary, and Treasurer. All officers must have the status of active members of the Board. 18-1 . Chairman/Chair Person or President

The Chairman/Chair Person or President shall preside at all meetings of the membership. The Chairman/Chair Person or President shall have the following duties: a. He/She shall preside at all meetings of the Executive Committee. b. He/She shall have general and active management of the business of this Advisory Board. c. He/She shall see that all orders and resolutions of the Advisory Board are brought to the Advisory Board. d. He/She shall have general superintendence and direction of all other officers of this Foundation and see that their duties are properly performed. e. He/She shall submit a report of the operations of the program for the fiscal year to the Advisory Board and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program. f. He/She shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the Chairman/Chair Person or President. 18-2 Vice-President The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-Presidents Duties a. He/She shall have the duty of chairing their perspective committee and such other duties as may, from time to time, be determined by the Chairman/Chair Person or President and Advisory Board. 18-3 Secretary The Secretary shall attend all meetings of the Advisory Board and of the Executive Committee, and all meetings of members, and assisted by staff members, will act as a clerk thereof. The Secretary’s Duties a. He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She in concert with the Chairman/Chair Person or President shall make the arrangements for all meetings of the Advisory Board, including the annual meeting of the Foundation.

b. Assisted by staff members, he/she shall send notices of all meetings to the members of the Advisory Board and shall take reservations for the meetings. c. He/She shall perform all official correspondence from the Chairman/Chair Person or President and the Advisory Board as may be prescribed thereof. 18-4 Treasurer The Treasures Duties a. He/She shall submit for the Finance and Fund Development Committee approval of all expenditures of funds raised by the Chairman/Chair Person or President and the Advisory Board, proposed capital expenditures and equipment and furniture) , by the staff of the Foundation. b. He/She shall present a complete and accurate report of the finances raised, and also Investment Funds at each meeting of the members, or at any other time upon request to the Chairman/Chair Person or President and Advisory Board. c. He/She shall have the right of inspection of the funds resting with the different Project and Program including budgets and subsequent audit reports. d. It shall be the duty of the Treasurer to assist in direct audits of the funds of each Project and/or Program according to funding source guidelines and generally accepted accounting principles. e. He/She shall perform such other duties as may be prescribed by Chairman/Chair Person or President under whose supervision he/she shall be. 18-5 Election of Officers The Nominating Committee shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices of the Advisory Board. Nominations shall also be received from the floor after the report of the Nominating Committee. The election shall be held at the annual meeting of the Advisory Board. Those officers elected shall serve a term of one (1) year, commencing at the next meeting following the annual meeting. Officers of the Executive Committee shall be eligible to succeed themselves in their respective offices for two (2) terms only.

18-6 Removal of Officer The Advisory Board with the concurrence of 3/4 of the members voting at the meeting may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing Fifteen (15) Days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion. 19. Vacancies The Nominating Committee shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Advisory Board at least one (1) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred. ARTICLE X 20. Committees 1. Committee Formation The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board Chair appoints all committees. 2. Executive Committee A minimum of five officers to serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings, and is subject to the direction and control of the Board. 3. Finance Committee The treasurer is the chair of the Finance Committee, which includes two other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other Board Members. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board or the Executive Committee.

The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial records of the organisation are public information and shall be made available to the Membership, Board Members, and the Public. ARTICLE XI 21. Foundation Staff Executive Director The Board of Directors shall employ an Executive Director who shall serve at the will of the Board. The Executive Director shall have immediate and overall supervision of the operations of the Foundation, and shall direct the day-to-day business, maintain the properties, and provide his/her input in the hiring, discharge, and determine the salaries and other compensation of all staff members under the Executive Director’s supervision, and perform such additional duties as may be directed by the Chairman/Chair Person or the President, the Executive Committee and the Board of Directors. No officer, Executive Committee member or member of the Board of Directors may individually instruct the Executive Director or any other employee. The Executive Director shall make such reports at the Board and Executive Committee meetings as shall be required by the Chairman/Chair Person or the President. The Executive Director shall be an ad-hoc member of all committees. The Executive Director may not be related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity to any member of the Board of Directors or Advisory Council. The Executive Director may be hired at any meeting of the Board of Directors by a majority vote and shall serve until removed by the Board of Directors upon an affirmative vote of three-quarters (3/4) of the members present at any meeting of the Board Directors. Such removal may be with or without cause. Nothing herein shall confer any compensation or other rights on any Executive Director, who shall remain an employee terminable at will, as provided in this Section. ARTICLE XII 22. Conflict of Interest and Compensation 1. Purpose The purpose of the conflict of interest policy is to protect this tax-exempt Foundation's interest when it is contemplating entering into a transaction

or arrangement that might benefit the private interest of an officer or director of the Foundation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable Foundations. 2. Definitions a. Interested Person Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. Hospital Insert – for hospitals that complete the Foundation's principles, objectives and social interest. If a person is an interested person with respect to any entity in the health care system of which the Foundation is a part, he or she is an interested person with respect to all entities in the health care system. b. Financial Interest 23. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family. 1. An ownership or investment interest in any entity with which the Foundation has a transaction or arrangement, 2. A compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement, or 3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement. 24. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate Governing Board or Committee decides that a conflict of interest exists.

Procedures a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 25. Procedures for Addressing the Conflict of Interest 1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. 2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 3. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. 26. Violations of the Conflicts of Interest Policy 1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. 27. Records of Proceedings The minutes of the governing board and all committees with board delegated powers shall contain: a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed. b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. 28. Compensation a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation. b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation. c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation. 29. Hospital Insert Physicians who receive compensation from the Foundation, whether directly or indirectly or as employees or independent contractors, are precluded from membership on any committee whose jurisdiction includes compensation matters.

All Physician and all other Hospital Personnel, either individually or collectively, are prohibited from providing information to any committee regarding Physician and other Health care Personnel compensation provide by this Foundation. 30.Annual Statements Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person. a. Has received a copy of the conflicts of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands the Foundation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. 31. Periodic Reviews To ensure the Foundation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardise its principles, professional ethics, it moral obligations and tax-exempt status; periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects. a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining. b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Foundation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or in an excess benefit transaction. 32. Use of Third Party Experts When conducting the periodic reviews as provided for in this Agreement , the Foundation may, but need not, use Third Party Advisors. If outside experts are used, their use shall not relieve the Governing Board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE XII 33. Indemnification 1. General To the full extent authorised under the Laws of the Switzerland, the Foundation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the Foundation, or any person who may have served at the Foundation’s request as a director or officer of another corporation, each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”, against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise. 2. Expenses Expenses including reasonable attorneys’ fees; incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder. 3. Insurance The Foundation may purchase and maintain Insurance on behalf of any person who is or was a member, director, officer, employee, Trust or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Foundation would have the power or obligation to indemnify such person against such liability under this Article.

ARTICLE XIV 34. Books and Records The Foundation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors, and all other relevant matters of interest and benefits to enhance of the smooth operation of the Foundation, which shall be provided to the TRUSTEE forthwith. ARTICLE XV 35. Amendments 1. Articles of Incorporation The Articles may be amended in any manner at any regular or special meeting of the CREATOR, TRUSTEE, Chairman/Chair Person/President or the Board of Directors, provided that specific written notice of the proposed amendment of these Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by these Articles, any amendment of these Articles shall require the affirmative by the CREATOR, TRUSTEE, Chairman/Chair Person/President, and thereafter put to vote of all Members of the Board of Directors then in office. 2. By-Laws The CREATOR, TRUSTEE, Chairman/Chair Person/President, and the Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of Directors. 3. Legal Entity and Authority WHEREAS; the CREATOR confirm that: (a) the SALKE FOUNDATION is an entity duly organised and formed, qualified to do business, and in good standing under the laws of the jurisdiction in which the Foundation is organised or formed; (b) the Foundation is not an individual; i.e., a natural person, or a disregarded entity; e.g., a sole proprietor or sole- owner entity, (c) the Foundation has the right to enter into and fully perform this Agreement;

and (d) the Foundation performance will not violate any agreement or obligation between the CREATOR, TRUSTEE, Chairman/Chair Person/President, and any third party. The Foundation will notify the TRUSTEE immediately if any of these changes during the term of this Agreement. ARTICLE XV Articles of Incorporation of SALKE FOUNDATION The undersigned, a majority of whom are Adults, over the age of Eighteen (18) years old, desiring to form a Private Charitable Foundation under the Charitable and Foundation Law of ZURICH, SWITZERLAND, do hereby certify. First; The name of the Foundation shall be SALKE FOUNDATION. Second; The place in this state where the principal office of the Corporation is to be located is the City of Zurich, County Switzerland. In witness whereof, we have hereunto subscribed our names this day of Skype: mcyearwood-cp, mcyearwood-cp Email: [email protected], [email protected] AE•AUS•CAN•CH•CN•EC•EU•FR•HK•IN•RU•UA•UK•USA•VE