The Clean Slate Initiative C3 Board Book 3/27/24 : simplebooklet.com

The Clean Slate Initiative● 12/15/2023 Meeting Minutes● Action Items/Voting■ Whistleblower Policy■ CSI/CSN Agreement

● Action Items/Voting■ Whistleblower Policy■ CSI/CSN Agreement

● CEO Report

● Informational

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CLEAN SLATE INITIATIVEC3 BOARD OF DIRECTORS MEETING AGENDA & MINUTESDecember 15, 2023 1-2:30PM ETZoomAgenda:Opening (Ms. Sheena Meade):● Introductions Mr. Jason Cooper, Ms. Alex Williams (Ms. Sheena Meade)Call to Order (Chair, Mr. Daryl Atkinson):● Call to Order● Verify Quorum● Approve 10/13 Meeting Minutes● Approve AgendaAction Items/Vote Required (Chair, Mr. Daryl Atkinson):● Proposed 2024 Budget Presentation (Ms. ST Mayer)● GGSR Contract (Ms. Alex Williams)○ Supporting documents■ GSSR Board Memo■ GSSR's proposal for CSI narrative change research project■ Board Memo GSSRInformational Items:● Insurance Brokerage presentation - Lauren Erickson (Ms. ST Mayer)● Dates for 2024 Quarterly C3 Meetings (Ms. Kierstyn Bishop)○ 3/1○ 6/5 or 6/12 (before Annual Convening)● Spin (Ms. ST Mayer)● CEO Report/Update (Ms. Sheena Meade)○ Ms. Mindy Tarlow Invitation to the Board○ Annual Report○ Hiring updateNext Steps:Adjourn (Chair, Mr. Daryl Atkinson):C3 BOARD MEETING MINUTESBoard of Directors PresentMr. Daryl Atkinson, ChairMs. Jolene Forman, TreasurerMs. Sheena MeadeMr. David Safavian, SecretaryFormer Advisory Board PresentMs. Mindy TarlowStaff PresentMs. Sheena Meade, CEOMs. ST Mayer, COOMs. Kierstyn Bishop, EAMr. Jason Cooper, VP of ProgramsMs. Alex Williams, COS

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Opening (Ms. Sheena Meade):● Ms. Sheena Meade opened the meeting with Introductions to Mr. Jason Cooper, VP of Programs andMs. Alex Williams , Chief of Staff○ Mr. Jason Cooper gave a summary of his workforce background■ Will focus on programs and grants at CSI○ Ms. Alex Williams gave a summary of her workforce background■ Will focus on special projects and strategy across teams at CSI■ Helped with CSI’s team writing Audacious strategic plan with BridgespanCall to Order, Verify Quorum, Approve Agenda: (Chair, Mr. Daryl Atkinson):● The December 15, 2023 - C3 Clean Slate Initiative Board of Directors Meeting was called to order byChair Mr. Atkinson at 1:06PM ET○ Mr. Atkinson: “1st Order of Business - I request to a motion to amend the Agenda to include anitem for Board member invitation for Ms. Mindy Tarlow (former Advisory Board member)”○ Mr. Atkinson: Confirmed “we have a Quorum of 2 out of 3 members here”■ Motion #7: (Atkinson/Safavian/Meade) “I entertain a motion that the amended agenda beaccepted to include agenda item C3 Board member invitation for Ms. Mindy Tarlow, can Iget a second?” (Mr. Atkinson)■ 3 in favor - Motion Carries■ Ms. Tarlow thanked the group and shared today is her last day at BMP, will be going toNYU as a Senior Fellow, this would allow to take a full seat on C3 Board 1/1/2024○ Ms. Forman joined the meeting○ Mr. Atkinson: “We have included the C3 Board invitation for Ms. Tarlow to the agenda”○ Mr. Atkinson: “We need to approve the minutes from 10/13/23, has everyone had anopportunity to review?”■ Motion #8: (Atkinson/Safavian/Forman/Meade) “I make a motion to approve the 10/13/23meeting minutes, can I get a second?” (Ms. Forman)■ 4 in favor - Motion CarriesAction Items/Vote Required (Chair, Mr. Daryl Atkinson):● C3 Board Member Invitation for Ms. Mindy Tarlow○ Mr. Atkinson: “I will entertain a motion for Ms. Mindy Tarlow’s nomination to the C3 Clean SlateInitiative Board, I will give room for anyone to share her qualifications for this particular role”■ Motion #9: (Atkinson/Safavian/Forman/Meade) “I would like to nominate Ms. MindyTarlow as an official C3 Board member starting 1/1/2024. She has been a pillar of theAdvisory Board, holding leadership together, has made sure we have ample investmentopportunities to scale work, I would like her to see the continued manifestation as aBoard member.” (Ms. Meade)■ Mr. Atkinson: “Is there a second?”■ 4 in favor - Motion Carries● Proposed 2024 Budget Presentation (Ms. ST Mayer)○ Ms. Mayer presented slides on the goals and budget■ 1st Budget before C3 Board as own entity (BDO helped us fill gap w/out our VP Finance)■ Strategic decisions about our Chart of Accounts, anchored around a comprehensiveprogram view, so that as we build out funders they understand how much of money goesto direct program work■ The Budget supports the 2024 Goals (slides 2-9); of note:● Research & Data - will be issuing a new RFP this year● Build the Org - $10 mil is first step in plan to raise a full operating budget by 2029● Slides will become our dashboard to bring to every meeting and give updates

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● Mr. Atkinson inquired as to how we are allocating cash that we’ve alreadyreceived (not revenue for this year), and how we are allocating this forprospective donors?● Ms. Mayer shared will give more details when showing revenue slides/cash flow○ This is a balanced budget drawing on reserves (planned)■ Ms. Mayer showed summary of 2024 budget (slides 10-19)● Fully allocated direct program cost (1st time)● Mr. Atkinson asked if CSI is including rebranding we are doing for state partners?○ Ms. Mayer confirmed yes● Mr. Atkinson added that it would be helpful to know “what is the machine cost” toproduce; yearly “burn rate” for CSI Admin. staff to make it happen andaccomplish programmatic goals○ Mr. Safavian inquired if looking for the mgmt/administration #?○ Ms. Mayer shared there is debate in non-profit world as to what overheadrate should be; clarified we will leave 2024 with a balance of $62 million ifwe have not brought in any new fundraising● Ms. Forman inquired if progress has been made with regards to the money putinto an interest bearing account○ Ms. Meade shared this is targeted for the new VP Finance○ Ms. Mayer added the $ is moved into JP Morgan Chase Checking acct■ Has assessed some of the options for returns■ Establishing resources to make these decisions● Expense slide is not a department view, but rather categories; grants are largestline-item; do not expect personnel to continue to grow past 2024○ Mr. Atkinson inquired as to what impact will personnel growth have onprofessional fees?○ Ms. Mayer responded there are a couple of high estimates that will getreplaced by staff (i.e. Dir of Development) but currently in consultant fees;■ Ex. is implementation analysis would be replaced byimplementation hire;■ Some areas CSI better off buying services from experts in the fieldrather than hiring staff● Mr. Atkinson reflected that the projected cost of 2024 machine is $8 million;○ Suggested our stretch fundraising goal should be $8 million rather than $5million because the $8 million could be what it will cost in successiveyears; need to set this as what we will need to fundraise every year○ Ms. Meade shared we are bringing on a new development person; takestime cultivating relationships, strategy;■ $5 million feels doable/stretch for this year; hope to tap into a newset of donors that is aligned with our mission, would love thoughtpartnership from Board as to how to navigate this.○ Mr. Atkinson shared concerns about the current U.S. donationenvironment, feeling “winds of austerity”○ Ms. Meade shared CSI in a good position to be able to show wins throughthe Audacious progress; oppty to go back to same donors as well.○ Ms. Forman named that 2024 may be a difficult year for a stretch goal;■ Environment, abortion and democracy are what people areinvesting in; may have a better shot for 2025○ Ms. Tarlow shared the domain around workforce is alive and well, bigconnection around economic mobility and Clean Slate; an area to mine○ Ms. Mayer shared that the minimum we need to stay operable isn’tnecessarily visible in these slides because so much of our strategyrequires regranting etc.. which is not captured in our overhead.○ MarComms - CSI will be able to allocate more towards the program workbut keeping MarComms below the program line for now until weunderstand more how it folds in○ M&G - Management and General - i.e. legal fees● Mr. Atkinson inquired whether BDO is giving P&Ls? What type of documents arethey providing to prep for VP Finance?

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○ Ms. Mayer responded that no docs provided until budget isapproved/loaded into system○ After budget approval, BDO will be providing AR & AP, P&L, other goodpractices, grants & deliverables; if there are additional views you wouldlike to see, please let us know.○ Ms. Meade reminded we are still in transition period, all of new systemsload of 1/1/24, then we can provide these reports● Ms. Mayer shared that DWT legal counsel - Jean Tom is general counsel, they doa training with Boards on fiduciary responsibility so we have a sharedunderstanding of responsibilities; also the reason why we carry insurance○ Ms. Meade shared that we tried to match the insurance we providedthrough NVF, $0 cost to staff● Ms. Tarlow shared that because $ going into state and partners are becoming alower % due to staffing up, suggesting that CSI can talk about the total dollars, asprobably the same or greater (but just a smaller % of total)○ Ms. Forman added another aspect of this is as CSI is implementing morestates, spending same amount of money over more states● Ms. Mayer shared that $12 million being re-granted in 2024○ Ms. Tarlow asked what does this compare to in 2023?■ Ms. Mayer affirmed will circle back with this #; recalls that $amount is the same but have been underspending here; for nextyear we should include some of our research grants○ Ms. Meade clarified we are gaining understanding on our grant #s, manythings play different factors, every year will have more learning■ VP Programs will help us get more clarity as to how much we arespending in states● Mr. Atkinson asked do we have plans for additional Finance personnel?○ Ms. Mayer responded we have a grants & contract mgr that will supportrole, and through BDO we have controller, AP and AR; received feedbackthat this is the right size of team○ Mr. Atkinson asked will this just be books for C3?■ Ms. Mayer answered this is for both C3 and C4?○ Mr. Atkinson shared concern this may not be enough staff for both entitieseven with outsourcing (2 corporations)■ Ms. Meade shared we don’t have a full strategy as to how tooperate C4, this will help inform and be built out○ Ms. Mayer added we will have outsourced people to do audit; BDOprovides entire accounting functions; one of the benefits is that they canallocate more to us if needed● Mr. Safavian inquired about small dollar donations rather than recurring grants○ Ms. Meade answered CSI has a way for people to give small donations;consultants informed the need to staff up for people to manage smallerdonations; currently no capacity to go down this route○ Mr. Atkinson asked about Audacious individual donor cultivation■ Ms. Meade shared about the donor tour in N. California; will nowhave more time for this with executive team seated○ Ms. Mayer shared CSI bringing on Beth Grupp - Sheena will still be theface of fundraising; our small donor is $1 million○ Ms. Meade shared we will be inviting potential donors to the convening● Mr. Atkinson asked if there were further questions around proposed 2024 budget● Mr. Atkinson asked for an Executive Session for a budget related discussion○ Executive Session took place with the following in attendance:■ Mr. Atkinson, Mr. Safavian, Ms. Forman, Ms. Tarlow● Ms. Bishop also present for note-taking● Ms. Meade and Ms. Mayer were placed in Zoom waitingroom while discussion took place○ Once Executive Session discussion completed, Ms. Meade and Ms.Mayer returned to the full meeting

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○ Motion #10: (Atkinson/Safavian/Forman/Meade) “I move for approval of the CSI 2024 Budget,can I get a second?” (Mr. Atkinson motion, Mr. Safavian second)■ 4 in favor - Motion CarriesInformational Items:● Insurance Brokerage presentation - Ms. Lauren Erickson (Ms. ST Mayer)○ Ms. Mayer informed Board that Ms. Erickson was on standby for presentation, but that themeeting is running overtime; offered to arrange a separate presentation time for the Board■ Mr. Atkinson agreed to this planAction Items/Vote Required (Chair, Mr. Daryl Atkinson):● GGSR Contract (Ms. Alex Williams)○ Voting Items portion of agenda cont. with GGSR Contract discussion presented by Ms. Meade○ Ms. Mead stated anything close to $1M she wants Board to have visibility/checks & balances■ GSSR contract is over $900K■ Ms. Williams created GSSR memo■ CSI asked for an RFP - only 2 groups responded (too big a scope of work);● Ultimately decided to sign with GSSR● Wanting recommendations from Mr. Atkinson & Mr. Safavian for someone to siton GSSR advisory group given area of expertise in this field and people withlived experience around narrative change● Will be tapping into Ms. Forman for input on programming○ Ms. Forman responded that it’s awesome CSI brought it to Board even though under threshold;sees parallels in work at Just Trust;■ Just Trust has done a lot of segmentation already that can shared “in-kind” to CSI; hasbuilt out expertise in this arena; need more of this in the field and she supports this work■ Ms. Meade will make intro for Ms. Forman to Ms. Williams - will clarify time commitment○ Mr. Safavian shared slight concern as to if GSSR speaks the language of bi-partisanship■ Won’t vote against proposal but would feel comfortable if can speak with GSSR■ Ms. Meade affirmed CSI always leads with bi-partisanship;● Called for a 2nd RFP because of bi-partisan need; this is why GSSR advisorygroup is important;○ Invited Mr. Tim Head, intentional around who will be helping to shape this○ Already put this on hold for a year; Ms. Williams is good to adjust anythingwe need to work around scope; doesn’t want to hold project longer.○ Ms. Bishop to make connection with Mr. Safavian and Ms. Williams○ Ms. Mayer shared GSSR is inc. in strategic plan, 2024 is the year start○ Mr. Arkison clarified GSSR does not need a vote because under $ threshold.■ Affirmed Ms. Meade can make the executive decision;○ Mr. Atkinson confirmed no further voting items for the meetingInformational Items:● Dates for 2024 Quarterly C3 Meetings (Ms. Kierstyn Bishop)○ Ms. Bishop proposed 3/1 and 6/5 or 6/12 (Wed before start of Annual Convening in Philly)■ Convening dates should lock by end of January, please hold for now○ Ms. Meade shared would like to see if Board is open to doing strategy meeting in-person○ Ms. Meade shared Ms. Bishop will explore new dates with everyone via email● Ms. Meade asked if there is anything about Spin that Ms. Mayer wanted to share○ Ms. Mayer did not have anything additional to share about Spin updates● Ms. Meade shared the Board would be getting the Annual Report in the mail (will serve as CEO Report)● Ms. Meade thanked the chair and dismissed the group

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CLEAN SLATE INITIATIVE, INC.WHISTLEBLOWER POLICY:FRAUDULENT OR DISHONEST CONDUCTAND COMPLAINT REPORTING PROCEDUREAdopted ________________Clean Slate Initiative, Inc., a Delaware nonprofit nonstock corporation (referred toherein as “CSI”), is committed to the highest possible legal, ethical and moral standardsof conduct and will not tolerate illegal or dishonest behavior. In this spirit, CSIencourages its current and former employees, independent contractors, officers, directorsand volunteers to identify any instances in which these standards may be compromised.This Whistleblower Policy (the “Policy”) has been established to provide a meansfor current and former employees, independent contractors, officers, directors andvolunteers to raise good faith concerns about behavior that appears to be illegal,fraudulent, dishonest, unethical or in violation of any adopted policy of CSI (i.e.,“Fraudulent or Dishonest Conduct,” as further defined below). A “Whistleblower” (asfurther defined below) is the individual reporting such activity.All current and former employees, independent contractors, officers, directors andvolunteers of CSI are covered under the Policy. It is the responsibility of all current andformer employees, independent contractors, officers, directors and volunteers to complywith the Policy and to report any allegations of suspected improper activities inaccordance with the procedures set forth in this Policy. CSI will investigate complaintsof Fraudulent or Dishonest Conduct, and any person found to have engaged in Fraudulentor Dishonest Conduct will be subject to corrective action and may face civil action orreferral to criminal prosecution if their conduct warrants such action.This Policy is not intended to supersede any of CSI’s personnel policies, includingbut not limited to CSI’s [add applicable: equal employment opportunity, anti-harassment,non-retaliation and disability accommodations policies]. A current or former employee,independent contractor or volunteer who believes that a personnel policy has beenviolated should first raise the matter with [Human Resources (as applicable)].1. Definitions.a. Baseless Allegations: allegations made in bad faith or with recklessdisregard for their truth or falsity.b. Fraudulent or Dishonest Conduct: a deliberate act or failure to act withthe intention of obtaining an unauthorized benefit (collectively referred toas “misconduct”). Examples of such misconduct include, but are notlimited to:WHISTLEBLOWER POLICY - Page 1

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● Destroying, altering, concealing, forging, altering or falsifyingdocuments;● Unauthorized alteration or manipulation of computer files;● Fraudulent financial reporting;● Fraudulently influencing or misleading any independent publicaccountant engaged in the performance of an audit of CSI’s financialstatements;● Pursuit of a benefit or advantage in violation of CSI’s conflict ofinterest policy;● Misappropriation or misuse of CSI’s resources, such as funds,supplies, or other assets;● Authorizing or receiving compensation for goods not received orservices not performed;● Authorizing or receiving compensation for hours not worked, orfailing to account for unworked (but paid) hours as vacation, sick leaveor other paid time off;● Violations of federal, state, or local laws, rules or regulations;● Endangering public health and safety; or● Planning, facilitating or concealing any of the above.This is not meant to be an exhaustive list but rather a guide to the types of improperbehavior covered by this Policy.c. Whistleblower: an employee or non-employee who informs theirimmediate supervisor, management, or the Chief Operating Officer of CSIabout conduct which that person in good faith believes to be Fraudulent orDishonest Conduct.2. Reporting Possible Fraudulent or Dishonest Conduct.It is the responsibility of all directors, officers, current and former employees, andindependent contractors to report possible Fraudulent or Dishonest Conduct inaccordance with this Policy. All other individuals who are part of the CSI community areencouraged to report possible Fraudulent or Dishonest Conduct in accordance with thisPolicy.WHISTLEBLOWER POLICY - Page 2

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An employee should report any such concerns to their immediate supervisor. If,for any reason, an employee finds it difficult to report their concern to their immediatesupervisor, the employee must report it directly to another person in management or thePresident of CSI.Non-employees should report their concerns to a person in management. If, forany reason, the non-employee finds it difficult to report their concern to a person inmanagement, the non-employee should report it to the Chief Operating Officer of CSI.Unless the report concerns themself, the Chief Operating Officer will beresponsible for investigating and resolving, together with the Audit Committee (if onehas been appointed; alternatively, with the Board), all reported complaints and allegationsconcerning violations of the Policy. Should a supervisor or member of managementreceive a reported concern, they should promptly share that report with the ChiefOperating Officer. All reports shall be promptly investigated by the Chief OperatingOfficer of CSI, who may engage outside consultants or attorneys to assist with theinvestigation as necessary. However, if the reported concern involves the ChiefOperating Officer, the report should be shared with the Chair of the Audit Committee (orthe Board Chair if there is no Audit Committee), who shall be responsible for theinvestigation and resolution. Appropriate, corrective action will be taken if warranted bythe investigation.As part of the investigation and resolution process, the person who is the subjectof a reported complaint may not be present at or participate in any Board or AuditCommittee deliberations or voting on the matter relating to such complaint, although theymay present information as background or answer questions at a Board or AuditCommittee meeting prior to the commencement of deliberations or voting.The Chief Operating Officer shall provide a report to the Audit Committee (or ifnone exists, to the Board) on a quarterly basis identifying any concerns reported underthis Policy during the preceding quarter, or indicating that no such concerns werereported, as applicable.3. Rights and Responsibilities of Whistleblower.a. Whistleblower.Whistleblowers are responsible for being candid, setting forth all knowninformation regarding suspected misconduct to the investigator who is designated to lookinto the complaint. Investigations may not be able to proceed if the Whistleblower refusesto be interviewed by the investigator or refuses to provide further information regardingthe complaint. Whistleblowers should not conduct investigation activities themselves, nordo they have the right to participate in investigation activities, unless requested by theinvestigator. Whistleblowers must refrain from obtaining evidence relating to a complaintfor which they do not have a right of access. Such improper access may itself bemisconduct and may result in corrective action. Whistleblowers should also refrain fromWHISTLEBLOWER POLICY - Page 3

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discussing the investigation or their testimony with those not connected to theinvestigation.A person who is concerned about suspected misconduct:● Should not contact the person suspected in order to investigate thematter or demand restitution;● Should not discuss the suspected misconduct with anyone other thantheir immediate supervisor, another person in management, ifapplicable, the Chief Operating Officer of CSI, CSI’s attorneys, or aduly authorized law enforcement officer;● Should direct all inquiries from an attorney retained by the suspectedindividual to the Chief Operating Officer or CSI’s attorneys; and● Should direct all inquiries from the media to the Chief OperatingOfficer of CSI or CSI’s attorneys.b. Persons Interviewed in Investigations.Any person who is not a Whistleblower, but who is interviewed as part of aninvestigation, should not discuss the nature of the evidence or any testimony given in theinvestigation except with the investigator, or unless otherwise authorized by theinvestigator.c. Managers and Supervisors.Managers and supervisors are responsible for maintaining systems ofmanagement control which detect and deter Fraudulent or Dishonest Conduct. Failure bya manager or supervisor to establish and monitor such controls, or failure to reportmisconduct within the scope of this Policy may result in corrective action against themanager or supervisor, up to and including dismissal. The Chief Operating Officer of CSIis available to assist management team members in establishing systems and recognizingmisconduct. Managers and supervisors should also promptly share all reported concernswith the Chief Operating Officer, or if the report concerns the Chief Operating Officer,with the Audit Committee.CSI shall maintain files of investigations undertaken under this Policy. Ifcomplaints of misconduct under this Policy are oral, the supervisor, other person inmanagement, or Chief Operating Officer who receives the complaint shall memorializethe substance of the complaint in writing and include that summary in the investigationfile. Access to the investigation file should be limited to the investigation team and CSI’sattorneys.Reasonable care should be taken in dealing with suspected misconduct to avoid:WHISTLEBLOWER POLICY - Page 4

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● Baseless Allegations;● Premature notice to persons suspected of misconduct and/or disclosureof suspected misconduct to others not involved in the investigation; or● Violations of a person’s rights under law.4. No Retaliation; Confidentiality.CSI will not retaliate against any current or former employee, independentcontractor or volunteer of CSI who:● Discloses, or threatens to disclose, to a supervisor or public body anactivity, policy, or practice of CSI that the individual reasonably believesto be Fraudulent or Dishonest Conduct.● Objects to or refuses to participate in any such Fraudulent or DishonestConduct; or● Provides information to or testifies before any public body conducting aninvestigation, hearing or inquiry into any such Fraudulent or DishonestConduct.CSI will protect Whistleblowers who in good faith report or cooperate with aninvestigation of a report of suspected Fraudulent or Dishonest Conduct (whether reportedto CSI, its agents or its auditors or to any law enforcement officials, government orregulatory agency)as follows:● CSI prohibits any form of intimidation, harassment, discrimination orother retaliation, or other adverse employment consequences toward aWhistleblower in response to a good faith allegation under this Policy.Adverse employment consequences may include, but are not limitedto, workplace discipline, termination, demotions or reductions incompensation. A Whistleblower who believes that they have beenretaliated against must report such action to either their immediatesupervisor, another person in management or the Chief OperatingOfficer of CSI. Any person who retaliates against a Whistleblower orany other individual who assists in the investigation is subject toappropriate disciplinary and corrective action, up to and includingtermination of employment or dismissal in the case of an employee.● The protection of Whistleblowers from retaliation is not intended toprohibit management from taking action, including disciplinary action,in the usual course of their duties based on valid performance-relatedfactors.WHISTLEBLOWER POLICY - Page 5

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● Whistleblowers must be cautious to avoid Baseless Allegations. It isimproper for any person intentionally to make Baseless Allegations,and any such action may be subject to corrective action.● A Whistleblower’s right to protection from retaliation does not extendto immunity from any action that arises from the Whistleblower’scomplicity in the matters that are the subject of the complaint orensuing investigation.● Finally, CSI cannot guarantee confidentiality to Whistleblowers, andWhistleblowers should understand that there is no such thing as an“unofficial” or “off the record” report. CSI will keep theWhistleblower’s identity confidential to the extent practical.Confidentiality may not be maintained where: (1) the Whistlebloweragrees to be identified or otherwise self-discloses their identity; (2)identification is necessary to allow CSI or law enforcement officials toinvestigate or respond effectively to the complaint; (3) identification isrequired by law; or (4) the person accused of violating this Policy isentitled to the information as a matter of legal right in disciplinaryproceedings.5. Oversight of PolicyThe Board or an authorized Board Committee (e.g., the Audit Committee) shall overseethe adoption, amendment and implementation of, and compliance with, this Policy.WHISTLEBLOWER POLICY - Page 6

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RESOURCE SHARING AGREEMENT AND TRADE NAME LICENSEThis Agreement is made by and between Clean Slate Now, Inc., a Delaware nonprofitcorporation (“Clean Slate Now” or “CSN”), and Clean Slate Initiative, Inc., also a Delawarenonprofit corporation (“Clean Slate Initiative” or “CSI”), effective _____, 2024.RECITALSA. Clean Slate Now is exempt from federal income tax under Internal Revenue Code(“IRC”) Section 501(c)(4) and corresponding provisions of state law. Clean Slate Now’s purposeis to promote social welfare by advocating for legislation that enables automatic record cleaningof past arrest and conviction records through coalition building, education, and strategiccommunications, to the extent permitted under Section 501(c)(4).B. Clean Slate Now has, or may have, one or more funds that are organized under IRCSection 527 for the purpose of engaging in electioneering (“527 Funds”). Under Section 527(f),527 Funds are treated as separate political organization(s) from Clean Slate Now, althoughcertain 527 Funds may be a component and integral part of Clean Slate Now for non-taxpurposes. No 527 Fund is a party to this Agreement, and this Agreement does not contemplatecontribution of goods or services to any 527 Fund by either Clean Slate Initiative or Clean SlateNow.]C. Clean Slate Initiative is exempt from federal income tax under IRC Section 501(c)(3) andcorresponding provisions of state law. Clean Slate Initiative’s purpose is to engage in charitableand educational activities within the meaning of Section 501(c)(3) including, but not limited to,working to expand and automate the sealing, clearance, and expungement of arrest andconviction records after people have completed their sentence and remained crime-free for aperiod of time.D. The parties intend to affiliate and to share certain resources, such as office space,furniture, equipment, and maintenance, in order for each to conduct its activities in the mosteconomical fashion. The parties desire to enter into a contractual relationship for the reasonableallocation of the expenses of those resources between the parties, based on each party’s actualuse of the resources. To the extent that the fair market value of a resource can reasonably bedetermined, Clean Slate Initiative will not provide any goods or services to Clean Slate Nowunder this Agreement for less than that value, nor will Clean Slate Initiative pay more than thatvalue for any goods or services provided to it by Clean Slate Now.E. In order to obtain a better suite of employee benefits and to facilitate its administration ofhuman resource matters, Clean Slate Initiative has entered into a Professional EmployerAgreement (the “PEO Agreement”) with Insperity Holdings, Inc (the “PEO”), under which thePEO agrees to be a co-employer of Clean Slate Initiative’s employees;F. Pursuant to the PEO Agreement, and as a co-employer of Clean Slate Initiative’semployees, the PEO will provide certain services to Clean Slate Initiative, which include but arenot limited to, paying wages to Clean Slate Initiative’s employees, administering payroll,administering benefits, maintaining personnel records, handling all required tax withholding,4867-8335-2227v.5 0122457-000001

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providing human resource consulting and providing such other services as may be specified inthe PEO Agreement;G. In light of the PEO Agreement, the PEO will report to Clean Slate Initiative all hoursworked for Clean Slate Now and Clean Slate Initiative will invoice Clean Slate Now directly forthe services of the employees co-employed by Clean Slate Initiative and the PEO (the“Employees”), the amount of which will include the value of the benefits allocable to Clean SlateNow for its use of the Employees;NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:1. Specific Goods and Services. Each party will purchase its own goods and services for itsprograms separately when practical. This includes postage for mass mailings, printing,messenger and delivery services, and travel and transportation. In the event that such an item isincorrectly charged to either of the parties, the party incurring the charge shall correct the billingwith the vendor, pay directly, or reimburse the other party, as soon as practical after the error isdiscovered.2. Employees, Salaries, and Benefits. Each party may hire, compensate, supervise,discipline, and discharge its own employees; provided, however, that employees of Clean SlateInitiative may from time to time perform services for Clean Slate Now, and Clean Slate Initiativemay require Clean Slate Now to pay Clean Slate Initiative or the PEO, as a co-employer of CleanSlate Initiative’s employees (collectively, the “Employees,” or individually, an “Employee”), forthe use of the Employees’ time on the basis of the full cost of each such Employee. In eachmonth that an Employee works for both CSN and CSI or just CSI, they shall maintain timerecords showing the time worked for such organization(s). The method of dividing salary costsproportionately according to hours worked each month for such organization(s) shall also beused to allocate the costs of other employee benefits, such as vacation and sick pay, sabbaticals(if any) and health insurance.3. Office Space. Clean Slate Initiative will occupy office space at 5728 Major Blvd, Suite705, Orlando, FL 32819. Although this facility will be used by Clean Slate Initiative, CleanSlate Now’s records, materials, and staff activities may be located there also. Clean Slate Nowwill pay no more than its fair share of the rent on the basis of the proportionate time spent bystaff working for Clean Slate Now working out of the Clean Slate Initiative office space as partof the overhead charge discussed in paragraph 4 below. In the event that Clean Slate Initiativeleases office space at other locations and the parties determine that it is advantageous to shareoffice space and resources at such other locations, the same method of expense allocation shallapply.4. Overhead Expenses. Clean Slate Now’s share of certain Clean Slate Initiative cost itemsshall be determined using a labor-based allocation of overhead. Each month, CSI staff willcalculate the proportionate staff time worked on CSN matters using a time accounting systemthat contemporaneously documents how each affected Employee spent their time. Thisproportion will be applied to CSI’s standard overhead expense allocation.24867-8335-2227v.5 0122457-000001

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5. The following expenses currently included in Clean Slate Initiative’s overhead allocationwill not be included in the overhead allocated to Clean Slate Now, since they do not relate toClean Slate Now’s work:CSI Board expenses;CSI accounting services (audit, bookkeeping, Form 990 prep);CSI website hosting and maintenanceAll direct marketing and communication expenses6. Metered Equipment. Clean Slate Initiative may purchase or lease certain items of officeequipment, such as a photocopier, facsimile transmission machine, or postage meter, which arecapable of metered usage, so that each instance of use may be separately measured, and the costof each use may be charged to the user. If Clean Slate Now makes a substantial use of suchequipment, Clean Slate Initiative may charge Clean Slate Now for each instance of use on ametered basis (e.g., per page) at no more than fair market value, assuming a comparable marketexists in the surrounding local area. If commercial rates are unreasonably high compared toClean Slate Initiative’s actual costs associated with the equipment, the parties may mutuallyagree to a discounted fair market value. If no comparable market exists, Clean Slate Initiativemay charge Clean Slate Now an amount that is based on Clean Slate Initiative’s actual cost and isproportionate to Clean Slate Now’s actual use of the equipment. If Clean Slate Now’s use is notsubstantial, CSI may charge these equipment costs to CSN through the overhead allocation rate.7. Tracking and Billing; Administrative Fee. Clean Slate Initiative shall perform thefunctions of tracking, computing, and allocating all amounts charged to Clean Slate Now underthis Agreement, which amounts may be invoiced to CSN by CSI and/or by the PEO. Tocompensate CSI for the time and expense of performing such functions, and for maintainingCSN’s access to joint resources, CSI may charge CSN an administrative fee of $200.00 (TWOHUNDRED DOLLARS) per month.8. Payment to the PEO. Clean Slate Now acknowledges that, pursuant to the PEOAgreement, either Clean Slate Initiative or the PEO may invoice CSN for the services of theEmployees. Clean Slate Now is obligated to pay the amounts in any such invoices but only tothe extent that such amounts reflect expenses allocable to Clean Slate Now.9. Mailing Lists. Clean Slate Now shall provide Clean Slate Initiative with access to its listof members, donors, voters, and other contacts (“mailing list”) for the purpose of mass mailingsand/or telemarketing for 501(c)(3) purposes, without charge. If Clean Slate Now wishes toutilize Clean Slate Initiative’s mailing list for its 501(c)(4) purposes other than permissible501(c)(3) purposes, CSN must pay CSI fair market value for rental of such mailing list. Eachparty may obtain its own bulk mailing permit for mass mailings that it will conduct.10. License to Use Name. Clean Slate Initiative hereby grants to Clean Slate Now aroyalty-free, nonexclusive, nontransferable license to use the names “Clean Slate Initiative”, and“CSI” (“Names”) as part of CSN’s corporate name and in connection with Clean Slate Now’ssocial welfare activities (the “License”), and Clean Slate Now accepts the License subject to theterms and conditions set forth in this paragraph 10. Clean Slate Now acknowledges Clean SlateInitiative’s ownership of the Names and all goodwill associated therewith and agrees that it will34867-8335-2227v.5 0122457-000001

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do nothing inconsistent with such ownership. Clean Slate Now agrees that nothing in theLicense shall give Clean Slate Now any right, title, or interest in or to the Names other than theright to use the Names in accordance with the License, and Clean Slate Now agrees that it willnot attack the title of Clean Slate Initiative to the Names or attack the validity of the License.Clean Slate Now agrees to notify Clean Slate Initiative of any unauthorized use of the Names byothers promptly if and when it comes to Clean Slate Now’s attention. Clean Slate Initiative shallhave the sole right and discretion to bring infringement or unfair competition proceedingsinvolving the Names. Clean Slate Initiative may, on thirty days’ written notice to Clean SlateNow, for any reason, require Clean Slate Now to amend its Certificate of Incorporation todiscontinue the use of the Names as part of its corporate name, or in any other manner. Upontermination of this agreement, Clean Slate Initiative agrees to immediately discontinue all use ofthe Names and any terms or words that could reasonably lead members of the public to confusethe two organizations; to delete the same from its corporate or business name; to cooperate withClean Slate Now or its appointed agent to apply to the appropriate authorities to cancel anyrecording of this Agreement from all government records; and to destroy all CSN printedmaterials bearing the Names.11. Protection of Parties’ Tax-Exempt Status. Each party agrees to operate and to conduct itsjoint use of the resources described herein in a manner so as (a) not to interfere with the otherparty’s accomplishment of its tax-exempt purposes, (b) not to jeopardize the other party’scompliance with federal and state laws governing nonprofit, tax-exempt organizations, and (c)not to cause any inurement or any improper private benefit from such joint use of resources.12. Fundraising and Joint Efforts. Except as otherwise provided below, fundraising,including the solicitation of pledges, contributions, grants, bequests, and expressions of intentionto contribute, conducted by either party shall be conducted in the separate name of that partyonly. In the event that a party inadvertently receives funds intended for the other party, suchfunds shall be promptly transferred to the other. Neither party shall have any obligation toconduct any fundraising on behalf of, or provide fundraising support to, the other party. Theparties may, by mutual agreement, after consideration of federal tax laws, engage in mutualfundraising endeavors, provided such arrangements shall be structured so that each party paysthe cost of its own fundraising.13. Neither Party Agent for the Other. Nothing in this Agreement shall constitute the namingof one party as an agent or legal representative of the other for any purpose whatsoever. ThisAgreement shall not be deemed to create any relationship of agency, partnership, or joint venturebetween the parties hereto. This Agreement is not a management contract, and Clean Slate Nowis not hereby delegating management of its own affairs to Clean Slate Initiative. CSI employeescarrying out activities for CSN under this Agreement shall conduct those activities under thedirection and control of Clean Slate Now and its Board of Directors.14. Duration. The term of this Agreement shall begin on the date and year first indicatedabove and shall continue until terminated as provided in the following paragraph.15. Termination. Either Clean Slate Now or Clean Slate Initiative may terminate thisAgreement for any reason on ninety (90) days’ written notice to the other party. In the event thateither party fails to fulfill any of the material terms and conditions of this Agreement, or44867-8335-2227v.5 0122457-000001

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otherwise breaches this Agreement, the other party shall have the right, on written notice to thedefaulting party, to terminate this Agreement, such notice being effective thirty (30) days afterhaving been given and only if the violation has not been fully remedied during such thirty-dayperiod. On the termination of this Agreement for any reason, each party shall immediately returnany property of the other party that is in its possession to the other party in reasonably good andserviceable condition.16. Indemnification. Clean Slate Now does hereby indemnify and hold harmless Clean SlateInitiative, its directors, officers, employees, agents, and affiliates, from and against any and allrights, claims, demands, causes of action, losses, liabilities, obligations, damages, and expenses(including attorneys’ fees and expenses), whether the same be now known or unknown,anticipated or unanticipated, which they or any of them may incur or be obligated to pay in anyaction, claim, or proceeding against them or any of them, for or by reason of any acts, whether ofomission or commission, that may be committed or suffered by Clean Slate Now or any of itsofficers, directors, servants, agents, or employees, in connection with the sharing of resourcesunder this Agreement. Clean Slate Initiative does hereby indemnify and hold harmless CleanSlate Now, its directors, officers, employees, agents, and affiliates, from and against any and allrights, claims, demands, causes of action, losses, liabilities, obligations, damages, and expenses(including attorneys’ fees and expenses), whether the same be now known or unknown,anticipated or unanticipated, which they or any of them may incur or be obligated to pay in anyaction, claim, or proceeding against them or any of them, for or by reason of any acts, whether ofomission or commission, that may be committed or suffered by Clean Slate Initiative or any ofits officers, directors, servants, agents, or employees, in connection with the sharing of resourcesunder this Agreement. The provisions of this paragraph and the obligations hereunder shallsurvive any expiration, termination, or rescission of this Agreement. If either Clean SlateInitiative or Clean Slate Now becomes aware of any suit or claim against the other party (whichterm includes any director, officer, employee, agent, or affiliate of Clean Slate Initiative or CleanSlate Now, as applicable) covered by this paragraph, such party will promptly notify the otherparty in writing. In the event that a judgment, levy, attachment, or other seizure is enteredagainst Clean Slate Initiative or Clean Slate Now arising from any claim covered by theindemnification provided hereunder, the other party shall promptly post the necessary bond toprevent execution against any property of Clean Slate Initiative or Clean Slate Now, asapplicable.17. Further Assurances. Each party hereto shall cooperate and shall take such further actionsand shall execute and deliver such further documents as may be reasonably required by the otherparty in order to carry out the provisions of this Agreement.18. Non-Waiver. The failure of either party to enforce at any time any term, provision, orcondition of this Agreement, or to exercise any right or option herein, shall in no way operate asa waiver thereof, nor shall any single or partial waiver or exercise hereunder preclude any otherwaiver or right or option herein; and no waiver whatsoever shall be valid unless in writing,signed by the waiving party, and only to the extent therein set forth.19. Assignment. The rights and duties contained in this Agreement are personal in nature,and neither party shall sell, transfer, lease, or assign this Agreement or its rights, obligations, and54867-8335-2227v.5 0122457-000001

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interests hereunder, or any part hereof, by operation of law or otherwise, without the priorwritten consent of the other party.20. Notices. All approvals and notices required or permitted to be given under thisAgreement shall be deemed to have been given when personally delivered; or if delivered byexpress delivery service providing a delivery receipt, or mailed (by registered or certified mail,return receipt requested, if such service is available), postage prepaid, to the party concerned atits address as set forth at the end of this Agreement (or at such other address or addresses aseither party may from time to time respectively designate by notice in writing to the other party),then on the date shown on the receipt upon which delivery was accepted or refused.21. Applicable Law. This Agreement shall be governed by, and interpreted and construed inaccordance with, the laws of the State of Delaware applicable to agreements made and to beperformed in said state.22. Confidentiality. The parties hereby agree that the terms of this Agreement areconfidential and that neither party will disclose any term of this Agreement to any third partywithout prior written approval of the other, except as necessary or appropriate to federal or stateagencies or to obtain the assistance of accountants or other professionals in order to accomplishthe ends of this Agreement.23. Attorneys’ Fees. In the event of any controversy, claim, or dispute between the partiesarising out of or related to this Agreement, or the alleged breach thereof, the prevailing partyshall, in addition to any other relief, be entitled to recover its reasonable attorneys’ fees fordiscovery, appeal, and all other phases of litigation, and costs of litigation.24. Time of Essence. Time is of the essence of each and every provision hereof.25. Entire Agreement. This Agreement constitutes the sole, full, and complete Agreementbetween the parties with respect to the subject matter hereof and supersedes any prior orcontemporaneous promise, representation, agreement, or understanding between the parties withrespect to such subject matter, whether written or oral, all of which shall be deemed to have beenmerged herein.26. Severability. Each provision of this Agreement shall be separately enforceable, and theinvalidity of one provision shall not affect the validity or enforceability of any other provision.27. Counterparts. This Agreement may be executed in counterparts, each of which shall bedeemed an original, but all of which together shall constitute one and the same instrument.28. Amendment. This Agreement may not be amended or modified, except in a writingsigned by both parties hereto.IN WITNESS WHEREOF, the parties have executed this Agreement effective the day and yearfirst above written.Clean Slate Now, Inc. Clean Slate Initiative, Inc.64867-8335-2227v.5 0122457-000001

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Second Chance Month kicks oﬀ April 1st and CSI is going big! This year ourcampaign theme is “More Than Second Chances,” amplifying our message thatClean Slate is a multifaceted issue that can impact the workforce, communities,families, employers, children, education, and more. On the federal level, we plan toraise awareness of the Clean Slate Act and build support among legislators andstakeholders. We will engage Clean Slate Act champions to deliver one-minuteﬂoor speeches, create targeted social media campaigns, and host a roundtablediscussion with Clean Slate Act champions and national stakeholders.Other Second Chance Month activities we have planned include: the rollout of TheCSI Data Dashboard; the launch of the ﬁrst-ever Clean Slate PSA; ampliﬁcation ofour Research and Data Team’s presentation for Ohio University—“Relief in theMaking: The Policy, Implementation, and impact of Rights Restoration Laws”; engagingstaﬀ in volunteer opportunities at expungement clinics in various states; as well aswebinars, and a toolkit chock-full of impact stats for state and national partners. Iwill also have the pleasure of speaking on panels at the Department of Educationand the Equal Employment Opportunity Commission, among others.March 2024Kudos are in order—we collectively made it to CSI’s ﬁrst Board Meeting of 2024and our ﬁrst as our own 501(c)(3)! It’s important that I start my message byacknowledging this moment because so much hard work and so many long daysand nights went into making this a reality. As always, I want to extend a heartfeltthank you to our Board members and team, especially CSI’s Chief OperatingOﬃcer, ST Mayer and her Operations team.As the ﬁrst quarter of the year comes to a close, I’m delighted to share the progresswe have made in the last three months. Following a successful in-person QuarterlyPlanning Meeting in Orlando, FL earlier this month with all staﬀ, we have a clearpulse on all of the important happenings and progress to report on. Let’s dive intosome key highlights, shall we?Narrative Change ProjectOur narrative change project is underway and has already proven fruitful withinsightful learnings about how the media, and users of social media, are thinkingand talking about Clean Slate. I had the pleasure of attending an in-personconvening of our project advisory group a couple of weeks ago and was intriguedby the preliminary ﬁndings presented to us by our consultants, Goodwin SimonStrategic Research. Now that our Change and Landscape Phase has come to an end,we are excited to lean into the Mindset Phase where in-depth interviews and focus

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Second Chance Month kicks oﬀ April 1st and CSI is going big! This year ourcampaign theme is “More Than Second Chances,” amplifying our message thatClean Slate is a multifaceted issue that can impact the workforce, communities,families, employers, children, education, and more. On the federal level, we plan toraise awareness of the Clean Slate Act and build support among legislators andstakeholders. We will engage Clean Slate Act champions to deliver one-minuteﬂoor speeches, create targeted social media campaigns, and host a roundtablediscussion with Clean Slate Act champions and national stakeholders.Other Second Chance Month activities we have planned include: the rollout of TheCSI Data Dashboard; the launch of the ﬁrst-ever Clean Slate PSA; ampliﬁcation ofour Research and Data Team’s presentation for Ohio University—“Relief in theMaking: The Policy, Implementation, and impact of Rights Restoration Laws”; engagingstaﬀ in volunteer opportunities at expungement clinics in various states; as well aswebinars, and a toolkit chock-full of impact stats for state and national partners. Iwill also have the pleasure of speaking on panels at the Department of Educationand the Equal Employment Opportunity Commission, among others.groups will take place with key audiences around the country. More to come onthis next set of data that will help shape how we message Clean Slate for maximumsuccess. A special thank you to our Board Members Daryl Atkinson and DavidSafavian for participating in our advisory group.Gearing Up for Second Chance MonthA Peek Under the Programs HoodHave you heard that Congress should be introducing the Senate companion billduring Second Chance Month? Our ﬁngers are crossed. In anticipation of rampingup our federal eﬀorts, we will be launching an RFP for a federal lobbyist soon. Also,our federal call-to-action that empowers supporters to send a message to theircongressional representative to Cosponsor H.R. 2930, The Clean Slate Act of 2023,is oﬃcially live. Visit cleanslateinitiative.org/action to give it a go.Our state campaigns team is doing the complicated work of identifying when andhow we exit a state campaign and what the technical assistance challenges andsolutions are that we need to implement. Here’s a quick look at what’s been movingon the state-level in the last few months…Connecticut’s Clean Slate law moving closer to full implementation; Hawaiiworked with CSI to garner support for stepping-stone legislation, paving the wayfor future Clean Slate legislation; Delaware is hosting events every month to

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Second Chance Month kicks oﬀ April 1st and CSI is going big! This year ourcampaign theme is “More Than Second Chances,” amplifying our message thatClean Slate is a multifaceted issue that can impact the workforce, communities,families, employers, children, education, and more. On the federal level, we plan toraise awareness of the Clean Slate Act and build support among legislators andstakeholders. We will engage Clean Slate Act champions to deliver one-minuteﬂoor speeches, create targeted social media campaigns, and host a roundtablediscussion with Clean Slate Act champions and national stakeholders.Other Second Chance Month activities we have planned include: the rollout of TheCSI Data Dashboard; the launch of the ﬁrst-ever Clean Slate PSA; ampliﬁcation ofour Research and Data Team’s presentation for Ohio University—“Relief in theMaking: The Policy, Implementation, and impact of Rights Restoration Laws”; engagingstaﬀ in volunteer opportunities at expungement clinics in various states; as well aswebinars, and a toolkit chock-full of impact stats for state and national partners. Iwill also have the pleasure of speaking on panels at the Department of Educationand the Equal Employment Opportunity Commission, among others.educate and learn from directly impacted people ahead of the state’s August 2024implementation; and Kentucky’s messaging training for directly impactedadvocates empowered them to speak out in support of the state’s Clean Slate bills.National Relationship StrategyWe have formulated a robust strategy to ensure that CSI is pursuing nationalrelationships to serve the critical purposes of: passing and implementing CleanSlate legislation in states; advancing our federal work; supporting our narrativechange eﬀorts; maintaining coordination with adjacent criminal justice and relatedissues; strengthening research on Clean slate design, implementation, and impact;and building capacity for directly impacted leaders. With relationships in placewith partners like Code for America, Faith and Freedom Foundation, Right OnCrime and Responsible Business Initiative for Justice, and more underway, we areprimed to position CSI’s relationships as a major lever in our strategy.2024 Convening: June 13-14 in PhiladelphiaI would be remiss to sign oﬀ without mentioning the work that has already goneinto planning for our 2024 Convening; registration is open and we have secured awonderful venue. I am most excited about our program, including on June 12th,prior to the main convening, an invite-only day dedicated to leaders who aredirectly impacted, and a board and donor reception in the evening. If you haven’talready, please be sure to register here using the referral code “CSIBOARD.”

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CONFLICT OF INTEREST POLICYOFCLEAN SLATE NOW, INC.1. PURPOSEThe purpose of this Conflict of Interest Policy (the “Policy”) is to protect the interests ofClean Slate Now, Inc., a Delaware nonprofit nonstock corporation (the “Corporation”), inconnection with any transaction or arrangement that might benefit the private interests of anyCovered Person, as defined below. This Policy provides: (i) a systematic mechanism fordisclosing and evaluating potential and actual conflicts; and (ii) procedures for the Corporation’sBoard of Directors (the “Board”) in considering any transaction or arrangement in which aconflict may exist.2. PERSONS COVERED BY THE POLICYThis policy applies to “Covered Persons,” defined as any of the Corporation’s directors,officers, and members of any committee of the Board that has authority to act on behalf of theBoard (a “Board Committee”), and those Corporation employees who may be designated by theBoard or the Corporation’s Chair. Every Covered Person shall complete an annual Conflict ofInterest Questionnaire.3. DUTIES OF COVERED PERSONSa. Duty of Care. Every Covered Person shall perform their duties for theCorporation in good faith and with the degree of care that an ordinarily prudentperson would exercise under similar circumstances.b. Duty of Loyalty. Every Covered Person must act with loyalty to the Corporation,meaning that no Covered Person may use their position with the Corporation tomake personal profit or gain other personal advantage. No Covered Person maypersonally take advantage of a business opportunity that is offered to theCorporation unless the Board determines (after full disclosure and a disinterestedand informed evaluation) not to pursue that opportunity.c. Conflicts of Interest. No Covered Person may engage in any transaction orarrangement or undertake positions with other organizations that involve aconflict of interest, except in compliance with this Policy. Covered Personsshould avoid both actual conflicts and the appearance of conflicts of interest.Every Covered Person shall:(i) Disclose all actual and potential conflicts as set out below at Section 5;and(ii) Recuse themselves from voting on any transaction or arrangement inwhich they have a potential or actual conflict of interest, and shall not bepresent when any such vote is taken.4884-2163-7983v.1 0114912-000003

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4. CONFLICT OF INTERESTa. Potential Conflict. A Covered Person may have a conflict of interest with respectto a transaction or arrangement whenever such Covered Person, or any of theirfamily members:(i) Receives compensation or other funding directly or indirectly from theCorporation and the transaction or arrangement involves suchcompensation or funding;(ii) Has or anticipates having a compensation arrangement with any entity orindividual that either: (a) sells goods or services to, or purchases servicesfrom the Corporation; (b) has any other transaction or arrangement withthe Corporation; or (c) competes with the Corporation;(iii) Has or anticipates having any ownership interest, investment interest, orserves or anticipates serving as a director or officer of, any entity thateither: (a) sells goods or services to, or purchases services from theCorporation; (b) has any other transaction or arrangement with theCorporation; or (c) competes with the Corporation; or(iv) Has accepted any gift, entertainment, or other favor where suchacceptance might create the appearance of influence on the CoveredPerson (other than gifts of nominal value, which are clearly tokens ofrespect and friendship unrelated to any particular transaction).b. No Conflict. A Covered Person does not have a conflict of interest if the CoveredPerson owns securities of a publicly traded company with which the Corporationhas a transaction or arrangement if:(i) Such securities are less than 5% of the outstanding securities of thepublicly traded company; and(ii) Their fair market value is less than 1% of the Covered Person’s net worth.5. DISCLOSURE AND EVALUATION OF CONFLICTSa. Disclosure. Each Covered Person shall promptly and fully disclose all materialfacts of every actual or potential conflict of interest:(i) Existing at the time when they become a Covered Person;(ii) That arises while they are a Covered Person, at the time such actual orpotential conflict arises; and(iii) Annually through the annual Conflict of Interest Questionnaire. CONFLICT OF INTEREST POLICY – Page 24884-2163-7983v.1 0114912-000003

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All disclosures involving a transaction or arrangement being considered at a meeting ofthe Board or a Board Committee shall be made to all members present at suchmeeting. All other disclosures shall be made to the Chair (who shall disclose theirconflicts to the Board).b. Evaluation. The Chair shall disclose to the Board all conflicts of interest reportedto them under this Policy. The Board will evaluate the disclosures to determinewhether they involve actual conflicts of interest and may attempt to developalternatives to remove the conflict from the situation.6. PROCEDURES FOR ACTING ON CONFLICT OF INTEREST TRANSACTIONSa. Formal Approval. The Corporation may enter into a transaction or arrangementin which a Covered Person has a conflict of interest if:(i) The Covered Person has disclosed the conflict of interest inaccordance with this Policy;(ii) A majority of directors who have no interest in the transaction orarrangement approve the transaction or arrangement at a Board orBoard Committee meeting after determining, in good faith andafter reasonable investigation, that the transaction or arrangementis fair and reasonable to the Corporation and is in the Corporation’sbest interest;(iii) Any Covered Person who has an actual or potential conflict withrespect to the transaction or arrangement does not participate inand is not present for the vote regarding any such transaction orarrangement (provided, however, that any such Covered Personmay appear at a meeting to answer questions concerning thetransaction or arrangement); and(iv) The Board relies upon appropriate comparability data, such as anindependent appraisal or an independent compensation study, inreaching its determination as to the fairness and reasonableness ofthe transaction or arrangement to the Corporation.b. Transaction Fair to Corporation. It shall not be a violation of this Policy if all therequirements for formal approval, outlined above, are not satisfied, so long as thetransaction or arrangement is in fact fair to the Corporation, furthers itstax-exempt purposes, and does not result in inurement, impermissible privatebenefit, or an excess benefit transaction under laws applicable to organizationsexempt from federal income tax under Section 501(c)(3) of the Internal RevenueCode of 1986, as amended. CONFLICT OF INTEREST POLICY – Page 34884-2163-7983v.1 0114912-000003

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7. RECORDS OF PROCEEDINGSa. Content of Minutes. The minutes of any Board or Board Committee meetingdescribed above shall contain:(i) The names of the persons who disclosed an actual or potentialconflict of interest or otherwise were found to have a conflict ofinterest, and the nature of the conflict of interest; and(ii) The names of the persons who were present for discussions andvotes relating to the transaction or arrangement, the content of thediscussion, including any alternatives to the proposed transactionor arrangement considered and the appropriate comparability datarelied upon, and a record of any votes taken.b. Timing. The minutes of any meeting described above shall be prepared by thelater of the next succeeding meeting of the Board or Board Committee, or sixty(60) days after the final action on the matter is taken by the Board or BoardCommittee.8. ENFORCEMENTEach Covered Person shall sign a statement acknowledging that they have received acopy of this Policy, have read and understand it, and agree to comply with it. If the Board hasreasonable cause to believe that a Covered Person has failed to comply with this Policy, theBoard may counsel the Covered Person regarding such failure and, if the issue is not resolved tothe Board’s satisfaction, may consider additional corrective action as appropriate. CONFLICT OF INTEREST POLICY – Page 44884-2163-7983v.1 0114912-000003

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CONFLICT OF INTEREST QUESTIONNAIREOFCLEAN SLATE NOW, INC.This Conflict of Interest Questionnaire is to be completed annually by all of the officers,directors, and members of Board Committees of Clean Slate Now, Inc., a Delaware nonprofitnonstock corporation (the “Corporation”), and employees designated by the Board or by theChair.1. NAME AND BACKGROUND INFORMATIONa. Name:Address:Email Address:Telephone Number: _____________________________________b. Position with Corporation:2. CONFLICT OF INTEREST INFORMATIONa. Investments. Identify any investments that you or a member of your family hasor had during the last five (5) years in any organization that has, does, or is likelyto provide goods or services to, or to compete with, the Corporation:_____________________________________________________________________________________________________________________________________________________________________/ / Noneb. Directive or Other Services. Identify any services that you or a member of yourfamily provides or has provided within the last five (5) years as a director, partner,principal, manager, employee or consultant to any organization that does, has, oris likely to provide goods or services to, or compete with, the Corporation:_____________________________________________________________________________________________________________________________________________________________________/ / None4884-2163-7983v.1 0114912-000003

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c. Interests in Transactions. Identify any interest that you or a member of yourfamily or any organization in which you have an interest (e.g., a corporation orpartnership) has had in any transaction during the last five (5) years, to which theCorporation or any related organization was a party (e.g., any loans, sales ofgoods or services, or guarantees)._____________________________________________________________________________________________________________________________________________________________________/ / Noned. Other. Identify all other circumstances affecting you or members of your familythat might appear to involve a conflict of interest, actual or potential, and anycircumstances that could be viewed as use of information relating to theCorporation’s business for personal profit or advantage._____________________________________________________________________________________________________________________________________________________________________/ / NoneACKNOWLEDGMENT AND SIGNATURETo the best of my knowledge and belief, the above information is true and accurate. Ihave received a copy of the Corporation’s Conflict of Interest Policy, which I have read andunderstand, and I hereby agree to comply with it.DATED this ____ day of _______________ 20___.SignatureName CONFLICT OF INTEREST QUESTIONNAIRE – Page 24884-2163-7983v.1 0114912-000003

The Clean Slate Initiative C3 Board Book 3/27/24

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