2024-05-14T09:25:19-05:00 2023-06-30 731413977 HOGANTAYLOR LLP 1225 N BROADWAY AVENUE SUITE 200 OKLAHOMA CITY OK 73103 990 2022-07-01 731525913 I2E INC I2EI 4052352252 840 RESEARCH PARKWAY 250 OKLAHOMA CITY OK 73104 REX SMITHERMAN PRESIDENT 4052352252 2024-05-10 1 REX SMITHERMAN 999009999 0 ASHLEY M FOGLE P01258800 4058482020 2024-05-09 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z REX SMITHERMAN 840 RESEARCH PARKWAY 250 OKLAHOMA CITY OK 73104 6901850 0 X WWW.I2E.ORG X 1997 OK OUR MISSION IS NURTURING ENTREPRENEURS AND BUILDING HIGH-GROWTH COMPANIES IN OKLAHOMA. 28 28 17 103 0 0 2460336 3356835 3005202 2365635 4111866 891814 4084 47916 9581488 6662200 0 0 0 0 2021810 1850239 0 0 18600 4468653 3381600 6490463 5231839 3091025 1430361 25337999 28827448 616514 232887 24721485 28594561 X OUR MISSION IS INVESTING IN ENTREPRENEURS TO BUILD SUCCESSFUL HIGH GROWTH COMPANIES IN OKLAHOMA. 0 0 1290333 THE ORGANIZATION MANAGES AND OPERATES THE OKLAHOMA TECHNOLOGY COMMERCIALIZATION CENTER ("OTCC"), A PROGRAM OF THE OKLAHOMA CENTER FOR THE ADVANCEMENT OF SCIENCE AND TECHNOLOGY ("OCAST") UNDER AN ANNUAL CONTRACT. THE OTCC PROGRAM AND CONTRACT WERE ORGANIZED TO HELP SPUR ECONOMIC GROWTH IN THE STATE BY PROMOTING AND ASSISTING OKLAHOMA-BASED TECHNOLOGY COMPANIES. THE ORGANIZATION PERFORMS CERTAIN BUSINESS, RESEARCH, AND PLANNING SERVICES FOR SMALL COMPANIES IN THE AREAS OF MARKETING, DEVELOPMENT, AND FINANCE. 176295 THE ORGANIZATION ALSO OPERATES THE TECHNOLOGY BUSINESS FINANCE PROGRAM ("TBFP"), A PROGRAM OF OCAST, UNDER AN ANNUAL CONTRACT. TBFP'S PRIMARY MISSION IS TO PROVIDE EARLY STAGE, PROOF-OF-CONCEPT FUNDING TO QUALIFIED OKLAHOMA COMPANIES THAT ARE COMMERCIALIZING NEW PRODUCTS, SERVICES AND PROCESSES FOR THE PURPOSE OF EXPANDING AND DIVERSIFYING THE STATE'S ECONOMY AND PROVIDING HIGHER QUALITY JOBS FOR THE STATE'S CITIZENS.UNDER THE TBFP PROGRAM, THE ORGANIZATION IS RESPONSIBLE FOR RECOMMENDING AND PROVIDING FINANCIAL AWARDS TO QUALIFIED RECIPIENTS AS DEFINED BY ITS CONTRACT WITH OCAST. UPON OCAST'S APPROVAL OF THE AWARD FINANCING AGREEMENTS, THE ORGANIZATION RECEIVES FUNDING FROM OCAST TO BE DISTRIBUTED TO AWARDEES. THE AWARDEES ARE REQUIRED TO REPAY THE FINANCIAL AWARDS IN ACCORDANCE WITH THE TERMS SET FORTH IN THE AWARD AGREEMENT. 318023 LOVE'S ENTREPRENEUR CUP BUSINESS PLAN COMPETITIONTHE BUSINESS PLAN COMPETITION IS FUNDED BY THE LOVE'S CORPORATION AND OTHER SPONSORS THROUGHOUT THE STATE OF OKLAHOMA. STUDENTS INVOLVED IN THE COMPETITION GAIN ACCESS TO NETWORKS OF SUCCESSFUL ENTREPRENEURS, LENDERS AND INVESTORS, TEAM-BUILDING OPPORTUNITIES, BUSINESS PLANNING SKILLS, AND MEDIA EXPOSURE. ONE OF THE GOALS OF THE COMPETITION IS TO ENCOURAGE THE DEVELOPMENT AND COMMERCIALIZATION OF IDEAS AND TECHNOLOGIES BEING DISCOVERED IN OUR UNIVERSITIES. THE DONALD W. REYNOLD'S FOUNDATION PREVIOUSLY SPONSORED THIS COMPETITION. THE REYNOLD'S FOUNDATION SPONSORSHIP ENDED IN FY16. BEGINNING IN FY17, THE LOVE'S CORPORATION AGREED TO BE A MAJOR SPONSOR OF THIS COMPETITION. 2785671 2413551 I2E SEED CAPITAL COMPANY, LLC MANAGES THE OKLAHOMA SEED CAPITAL FUND, LLC (OSCF), A SERIES OF INVESTMENT FUNDS PROVIDING SEED AND START-UP STAGE EQUITY FINANCING TO SMALL HIGH-GROWTH, TECHNOLOGY-BASED COMPANIES. IT IS AN INNOVATIVE PUBLIC-PRIVATE PARTNERSHIP, DEVELOPED BY OCAST IN PARTNERSHIP WITH I2E, THE OKLAHOMA DEPARTMENT FINANCE AUTHORITY (ODFA) AND THE OKLAHOMA CAPITAL INVESTMENT BOARD (OCIB) INVOLVED AS CO-INVESTORS IN THE FUND'S FIRST SERIES. THE FUND IS AIMED AT HELPING TECHNOLOGY-BASED FIRMS ACCESS THE CAPITAL THEY NEED TO GROW AND CREATE JOBS. CO-INVESTMENT BY ONE OR MORE INVESTORS IS REQUIRED AND BUSINESSES MUST BE LOCATED IN THE STATE OF OKLAHOMA. DURING THE TAX YEAR, I2E SEED CAPITAL, LLC CONTRACTED WITH I2E MANAGEMENT COMPANY, INC. TO PROVIDE MANAGEMENT SERVICES FOR THE FUND. ACCELERATE OKLAHOMA FUNDS: ACCELERATE OKLAHOMA AND ITS SUBSIDIARIES WERE CREATED TO FACILITATE MANAGEMENT OF FEDERAL FUNDS MADE AVAILABLE TO THE OKLAHOMA DEPARTMENT OF COMMERCE (ODOC) BY THE U.S. TREASURY FOR THE STATE SMALL BUSINESS CREDIT INITIATIVE (SSBCI) PROGRAM. THE ORGANIZATION'S CONTRACT, AS AMENDED, WITH ODOC IN THE AMOUNT OF $13,227,911 HAD A FUNDING PERIOD OF MAY 1, 2011 THROUGH MARCH 31, 2017. ON MARCH 31, 2017, THE FEDERAL SSBCI PROGRAM ENDED. PER THE FIRST AMENDMENT TO THE ORIGINAL ALLOCATION AGREEMENT EXECUTED OCTOBER 18, 2012, ANY REPAYMENT OF INVESTED FUNDS, PRINCIPAL AND ANY INVESTMENT GAINS, SHALL REMAIN WITH ACCELERATE OKLAHOMA AND BE USED TO MAINTAIN, MANAGE, AND REINVEST CONSISTENT WITH THE INVESTMENT PLANS SET FORTH IN THE ORIGINAL ALLOCATION AGREEMENT. A SECOND AMENDMENT TO THE ORIGINAL ALLOCATION AGREEMENT, DATED JANUARY 10, 2017, ALLOWS I2E TO CHARGE A FEE FOR MANAGEMENT SERVICES AND TO EARN A CARRIED INTEREST ON ANY PROGRAM INCOME IN THE FORM OF INVESTMENT GAIN ON FUNDS INVESTED. THE ORGANIZATION IS THE SOLE MEMBER OF ACCELERATE OKLAHOMA AND ACCELERATE OKLAHOMA IS THE SOLE MEMBER OF EACH OF ITS SUBSIDIARIES. EACH OF THESE ENTITIES ARE DISREGARDED FOR INCOME TAX PURPOSES AND, AS SUCH, ALL ACTIVITY WILL ULTIMATELY PASS TO THE SOLE MEMBER, THE ORGANIZATION. DURING THE TAX YEAR, I2E CONTRACTED WITH I2E MANAGEMENT COMPANY, INC. TO PROVIDE MANAGEMENT SERVICES FOR I2E ACCELERATE OKLAHOMA, LLC. THE I2E ANGEL SIDECAR FUND, LLC AND I2E GROWOK FUND, LLC WERE MERGED INTO I2E ACCELERATE OKLAHOMA, LL ON JUNE 28, 2019. THE I2E STARTOK FUND, LLC WAS MERGED INTO I2E ACCELERATE OKLAHOMA, LLC ON JULY 18, 2019. ACT TULSA ACCELERATOR IN JANUARY 2021, THE ORGANIZATION PARTNERED WITH ACT HOUSE, INC., A NOT-FOR-PROFIT ORGANIZATION LOCATED IN TALLAHASSEE, FLORIDA, TO DEVELOP ACT TULSA. ACT TULSA IS AN ACCELERATOR PROGRAM FUNDED THROUGH CONTRIBUTIONS THAT IS AIMED AT CULTIVATING AND DRIVING INNOVATION OF BLACK, INDIGENOUS AND PEOPLE OF COLOR (BIPOC) FOUNDERS LOCATED IN TULSA AND BEYOND BY EQUIPPING THEM WITH SKILLS, TOOLS, AND A NETWORK TO ACCELERATE THE FOUNDATIONAL GROWTH OF THEIR COMPANIES. 2785671 2413551 4570322 1 1 0 1 0 0 0 0 1 0 1 0 1 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 X 62 0 1 17 1 0 0 0 0 0 0 0 0 0 0 0 0 X 28 28 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 0 1 1 OK X JUDY BEECH 4052352252 840 RESEARCH PARKWAY SUITE 250 OKLAHOMA CITY OK 73104 MARK POOLE CHAIRMAN 1.00 1.00 X 0 0 0 BRAD KRIEGER VICE CHAIRMAN 1.00 1.00 X 0 0 0 HOWARD BARNETT JR DIRECTOR 1.00 1.00 X 0 0 0 MICHAEL BASCH DIRECTOR 1.00 1.00 X 0 0 0 STEVE CROPPER DIRECTOR 1.00 1.00 X 0 0 0 CARL EDWARDS DIRECTOR 1.00 1.00 X 0 0 0 PHILIP ELLER DIRECTOR 1.00 1.00 X 0 0 0 TOM EVANS DIRECTOR 1.00 1.00 X 0 0 0 CHRIS FLEMING DIRECTOR 1.00 1.00 X 0 0 0 CHRISTY GILLENWATER DIRECTOR 1.00 1.00 X 0 0 0 DANNY HILLIARD DIRECTOR 1.00 1.00 X 0 0 0 ARTHUR JACKSON DIRECTOR 1.00 1.00 X 0 0 0 PHILIP KURTZ DIRECTOR 1.00 1.00 X 0 0 0 DEVON LANEY DIRECTOR 1.00 1.00 X 0 0 0 RICK MCCUNE DIRECTOR 1.00 1.00 X 0 0 0 JENNIFER MCGRAIL DIRECTOR 1.00 1.00 X 0 0 0 MARK NANCE DIRECTOR 1.00 1.00 X 0 0 0 DAVID PITTS DIRECTOR 1.00 1.00 X 0 0 0 RYAN POSEY DIRECTOR 1.00 1.00 X 0 0 0 MEG SALYER DIRECTOR 1.00 1.00 X 0 0 0 DARRYL SCHMIDT DIRECTOR 1.00 1.00 X 0 0 0 CRAIG SHIMASAKI DIRECTOR 1.00 1.00 X 0 0 0 JAMES SPANN DIRECTOR 1.00 1.00 X 0 0 0 ROBERT THOMAS DIRECTOR 1.00 1.00 X 0 0 0 ROSE WASHINGTON DIRECTOR 1.00 1.00 X 0 0 0 ANDREW S WEYRICH DIRECTOR 1.00 1.00 X 0 0 0 ROY WILLIAMS DIRECTOR 1.00 1.00 X 0 0 0 DUANE WILSON DIRECTOR 1.00 1.00 X 0 0 0 SCOTT MEACHAM CEO 4.00 33.00 X 0 221243 0 REX SMITHERMAN PRESIDENT 40.00 1.00 X 210942 0 18107 MARK LAUINGER SVP CLIENT SERVICES 40.00 1.00 X 163670 0 21449 SARAH SEAGRAVES SVP MARKETING 40.00 1.00 X 96305 0 2885 JUDY BEECH VP OF FINANCE 40.00 1.00 X 157865 0 11453 MICHAEL LA BRIE SECRETARY 1.00 1.00 X 0 0 0 RICHARD RAINEY VENTURE ADVISOR 40.00 1.00 X 116855 0 20031 MALACHI BLANKENSHIP VENTURE ADVISOR 40.00 1.00 X 113286 0 20922 SRIJITA GHOSH VENTURE ADVISOR 40.00 1.00 X 100440 0 9877 DARCY WILBORN VP OF OPERATIONS 40.00 1.00 X 106408 0 3193 JUSTIN WILSON IMCI MANAGING DIRECTOR/PRESIDENT 6.00 36.00 X 0 296631 0 1065771 517874 107917 7 0 1 0 0 350000 1466628 1540207 3356835 MANAGEMENT FEES 561000 1298097 1298097 CLIENT SERVICE FEES 561000 1067538 1067538 2365635 278002 278002 853462 239650 613812 613812 613812 FELLOWS REVENUE 900099 47916 47916 47916 6662200 2413551 0 891814 809328 651752 149725 7851 760220 612205 140641 7374 21479 17297 3974 208 124948 100621 23115 1212 134264 108123 24839 1302 9960 9960 22657 22657 17000 17000 1333096 1333096 357992 336201 21791 87545 34979 52536 30 41870 6741 34921 208 88852 42089 46763 74439 37070 36983 386 60437 55730 4707 159567 159567 11461 11461 58952 34476 24476 LOAN LOSS PROVISION 735000 735000 EVENTS 309879 302960 6919 BANK FEES 9774 9774 TRAINING 2999 2415 555 29 120 120 5231839 4570322 642917 18600 25446 22181 6510583 6267043 916062 578137 126668 102234 35894 24434 2459602 3387955 15266130 18542698 124282 5000 25337999 28827448 110705 66772 259651 27957 2658 0 243500 138158 616514 232887 X 24721485 28344561 0 250000 24721485 28594561 25337999 28827448 1430361 2442715 0 X 0 1 X 1 0 X 2559647 2555558 3670332 2460336 3356835 14602708 1252498 1030585 1326949 3005202 2365635 8980869 3812145 3586143 4997281 5465538 5722470 23583577 0 0 0 23583577 35723 78570 28644 18835 278002 439774 35723 78570 28644 18835 278002 439774 3100 4084 47916 55100 3847868 3667813 5025925 5488457 6048388 24078451 0.97940 0.98800 0.01830 0.01170 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 1 17000 0 0 17000 0 PART II-B, LINE 1: I2E, INC. PAYS A LOBBYIST WHO WORKS AT THE OKLAHOMA STATE LEGISLATURE. 0 1 X 34068 34068 0 92600 68166 24434 24434 INVESTMENT IN OKLAHOMA SEED CAPITAL FUND 97249 F ACCELERATE OKLAHOMA - CONVERTIBLE DEBT SECURITIES 1037940 F ACCELERATE OKLAHOMA - PREFERRED MEMBERSHIP INTERESTS 8695053 F ACCELERATE OKLAHOMA - COMMON MEMBERSHIP INTERESTS 6638368 F INVESTMENT IN ASCEND BIOVENTURES, INC. 1094000 F INVESTMENT IN I2E MANAGEMENT COMPANY, INC. 250000 F INVESTMENT IN PLAINS VENTURE PARTNERS I, LP 730088 F 18542698 INTERCOMPANY ACCOUNTS 138158 138158 PART IV, LINE 2B: THE ORGANIZATION HAS ENTERED INTO AN AGREEMENT WITH AN INVESTMENT PORTFOLIO CLIENT TO HOLD IN ESCROW THE PROCEEDS OF THE CLIENT'S INITIAL $1.2 MILLION INVESTMENT AND TO DISTRIBUTE INVESTMENT FUNDS ACCORDING THE USE OF PROCEEDS OUTLINED IN THE INVESTMENT PURCHASE AGREEMENT DATED FEBRUARY 28, 2019. ALL DISTRIBUTIONS OF ESCROWED FUNDS HELD BY THE ORGANIZATION ARE INITIATED BY THE PORTFOLIO COMPANY BY PROVIDING THE ORGANIZATION A WRITTEN NOTICE TO MAKE A DISTRIBUTION BY PROVIDING THE AMOUNT TO BE DISTRIBUTED, THE PURPOSE OF THE DISTRIBUTION, THE DATE OF THE REQUEST AND THE REQUESTED PAYMENT DATE, INCLUDING A WRITTEN INVOICE FROM THE DESIRED PAYEE. X X X X X X 0 0 0 0 0 0 0 1 0 JUSTIN WILSON IMCI MANAGING DIRECTOR/PRESIDENT 0 210648 0 85983 0 0 0 0 0 0 0 296631 0 0 REX SMITHERMAN PRESIDENT 149402 0 61540 0 0 0 6413 0 11694 0 229049 0 0 0 SCOTT MEACHAM CEO 0 171959 0 49284 0 0 0 0 0 0 0 221243 0 0 MARK LAUINGER SVP CLIENT SERVICES 123783 0 39887 0 0 0 5133 0 16316 0 185119 0 0 0 JUDY BEECH VP OF FINANCE 117623 0 40242 0 0 0 4826 0 6627 0 169318 0 0 0 PART I, LINE 3 THE PRESIDENT AND CEO'S COMPENSATION IS DETERMINED BY THE BOARD OF DIRECTORS OF I2E, INC. THROUGH A COMPENSATION COMMITTEE AND BY USING RESOURCES SUCH AS AN INDEPENDENT CONSULTANT, COMPARISON OF PEER ORGANIZATION'S FORM 990, THE EMPLOYMENT CONTRACT, AND BY USING COMPENSATION SURVEYS. PART I, LINE 7 THE ORGANIZATION OFFERS A RETENTION BONUS, A PERFORMANCE BONUS, AND AN INVESTMENT PERFORMANCE INCENTIVE. THE RETENTION BONUS IS PAID QUARTERLY AND VARIES BY POSITION BASED ON LEVEL OF RESPONSIBILITY. THE EMPLOYEE MUST BE EMPLOYED AT THE TIME THE BONUS IS PAID. THE COMPENSATION COMMITTEE DETERMINES THE RETENTION BONUS AMOUNT FOR THE CEO, WITH THE CONSENT OF THE EXECUTIVE COMMITTEE. THE CEO DETERMINES RETENTION BONUS AMOUNTS FOR ALL OTHER ELIGIBLE EMPLOYEES. THE PERFORMANCE BONUS VARIES BY POSITION BASED ON ACHIEVEMENT OF ORGANIZATIONAL OBJECTIVES, LEVEL OF RESPONSIBILITY, INDIVIDUAL JOB PERFORMANCE AND ABILITY TO ACHIEVE RESULTS FOR THE ORGANIZATION. THE COMPENSATION COMMITTEE DETERMINES THE OVERALL LEVEL OF ACHIEVEMENT OF ORGANIZATIONAL OBJECTIVES APPLICABLE TO ALL EMPLOYEES AND THE PERFORMANCE BONUS AMOUNT FOR THE CEO, WITH THE CONSENT OF THE EXECUTIVE COMMITTEE. THE CEO DETERMINES PERFORMANCE BONUS AMOUNTS FOR ALL OTHER ELIGIBLE EMPLOYEES. THE INVESTMENT PERFORMANCE INCENTIVE PAYMENT IS AT THE SOLE DISCRETION OF THE COMPENSATION COMMITTEE WITH THE CONCURRENCE OF THE EXECUTIVE COMMITTEE UPON THE OCCURRENCE OF A QUALIFYING LIQUIDITY EVENT RELATING TO A PORTFOLIO INVESTMENT WHEN CERTAIN SPECIFIED ORGANIZATIONAL OBJECTIVES HAVE BEEN ACHIEVED. THE PAYMENT VARIES BY EMPLOYEE BASED ON THE LEVEL OF RESPONSIBILITY AND CONTRIBUTION OF THE EMPLOYEE TO A SUCCESSFUL QUALIFYING LIQUIDITY EVENT. THE COMPENSATION COMMITTEE AND EXECUTIVE COMMITTEE DETERMINE IF IT IS REASONABLE AND APPROPRIATE FOR AN INVESTMENT PERFORMANCE INCENTIVE PAYMENT CONSIDERING CERTAIN SPECIFIED CRITERIA AND ORGANIZATIONAL LIMITS AND EMPLOYEE COMPENSATION CAPS. THE COMPENSATION COMMITTEE RECOMMENDS TO THE EXECUTIVE COMMITTEE FOR APPROVAL ANY SUCH PAYMENT AS WELL AS THE INDIVIDUAL ALLOCATIONS THEREOF. SUBJECT TO THE CONSTRAINTS AND CRITERIA ADOPTED BY THE BOARD OF DIRECTORS, THE COMPENSATION COMMITTEE DETERMINES THE AMOUNTS OF ANY PAYMENT TO BE MADE TO THE CEO AND FOR ALL OTHER ORGANIZATION EMPLOYEES WITH THE CONCURRENCE OF THE EXECUTIVE COMMITTEE. FORM 990, PART V, LINE 2B I2E, INC. HAS A CO-EMPLOYMENT RELATIONSHIP WITH A COMPANY CALLED NEXTEP. NEXTEP IS I2E'S PAYROLL SERVICE PROVIDER. EVERY STAFF MEMBER'S FORM W-2 IS PROVIDED UNDER THE NEXTEP TAX ID NUMBER. ALL W-3 TRANSMITTALS AND FORMS 941 ARE ALSO FILED UNDER THE NEXTEP TAX ID NUMBER. FORM 990, PART VI, SECTION A, LINE 1A THE SECRETARY IS A NON-VOTING MEMBER OF THE BOARD. THE PRIMARY FUNCTION OF THE EXECUTIVE COMMITTEE (COMMITTEE) IS TO EXERCISE POWERS OF THE BOARD OF DIRECTORS (BOARD) ON MATTERS WHICH ARISE BETWEEN REGULARLY SCHEDULED BOARD MEETINGS OR WHEN IT IS NOT PRACTICAL OR FEASIBLE FOR THE BOARD TO MEET. THE COMMITTEE WILL CONSIST OF UP TO ELEVEN (11) VOTING MEMBERS SELECTED BY THE BOARD FROM AMONG MEMBERS OF THE BOARD, INCLUDING THE FOLLOWING: BOARD CHAIR; BOARD VICE CHAIR; CHAIR OF THE FINANCE AND AUDIT COMMITTEE; CHAIR OF THE INVESTMENT COMMITTEE(S), CHAIR OF THE NOMINATING AND GOVERNANCE COMMITTEE, CHAIR OF THE COMPENSATION COMMITTEE, CHAIR OF THE GOVERNMENT RELATIONS COMMITTEE, CHAIR OF THE RESOURCE DEVELOPMENT COMMITTEE, IMMEDIATE PAST BOARD CHAIR AND SUCH AT-LARGE MEMBERS AS MAY BE DESIGNATED BY RESOLUTION ADOPTED BY THE BOARD. THE COMMITTEE IS CHAIRED BY THE BOARD CHAIR; IN THE EVENT THE BOARD CHAIR IS ABSENT, THE BOARD VICE CHAIR SHALL ACT AS THE CHAIR. THE PRESIDENT OF THE CORPORATION SHALL BE AN EX OFFICIO, NON-VOTING MEMBER OF THE COMMITTEE. KEY RESPONSIBILITIES A. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE CERTIFICATE OF INCORPORATION AND THE BYLAWS, THE COMMITTEE IS EMPOWERED TO ACT FOR THE FULL BOARD ON ALL MATTERS, SUBJECT, HOWEVER, TO THE FOLLOWING LIMITATIONS: THE COMMITTEE SHALL NOT HAVE THE POWER OR AUTHORITY TO ACT ON THE FOLLOWING MATTERS: I) ADOPTING, AMENDING OR REPEALING ANY BYLAW; OR II) FILLING VACANCIES ON THE BOARD; III) CHANGING THE MEMBERSHIP OF, OR FILLING VACANCIES IN, THE EXECUTIVE COMMITTEE; OR IV)AMEND OR REPEAL ANY RESOLUTION ADOPTED OR ACTION TAKEN PREVIOUSLY BY THE BOARD. B. THE COMMITTEE MAY ACT FOR THE BOARD ONLY WHEN THE BOARD IS NOT IN SESSION. C. THE COMMITTEE MAY CALL A SPECIAL MEETING OF THE BOARD. D. THE COMMITTEE SHALL REPORT ALL ACTION TAKEN BY IT TO THE BOARD AT ITS NEXT REGULAR MEETING SUCCEEDING THE TAKING OF SUCH ACTION. E. UPON RECOMMENDATION OF THE COMPENSATION COMMITTEE, THE EXECUTIVE COMMITTEE SHALL REVIEW, MONITOR AND APPROVE ALL MATTERS CONCERNING COMPANY COMPENSATION, BENEFIT AND HUMAN RESOURCE PHILOSOPHY, PRIORITIES AND OBJECTIVES. F. UPON RECOMMENDATION OF THE COMPENSATION COMMITTEE, THE EXECUTIVE COMMITTEE SHALL MONITOR THE PERFORMANCE OF THE CORPORATION'S PRESIDENT AND APPROVE COMPENSATION AND OTHER EMPLOYMENT TERMS, AND SHALL PLAN AND PROVIDE OVERSIGHT FOR THE SUCCESSION PROCESS FOR THE PRESIDENT. G. THE COMMITTEE SHALL CONSIDER AND APPROVE OR DISAPPROVE ALL COMMITTEE CHAIR APPOINTMENTS AND APPOINTMENTS OF COMMITTEE MEMBERS MADE BY THE BOARD CHAIR. FORM 990, PART VI, SECTION A, LINE 4 ON MAY 2, 2023, THE I2E BOARD OF DIRECTORS APPROVED THE TENTH AMENDED AND RESTATED BYLAWS WHICH INCLUDED THE FOLLOWING CHANGES: IN ARTICLE III, SECTION 3, REDUCED THE NUMBER OF CLASS II DIRECTORS FROM 22 TO 20 AND REDUCED THE TOTAL NUMBER OF BOARD DIRECTORS FROM 33 TO 29; IN ARTICLE III, SECTION 5, ADDED ADDITIONAL RESPONSIBILITIES TO THE GOVERNANCE COMMITTEE BY REQUIRING THE COMMITTEE TO REVIEW AND APPROVE ANY CHANGES TO THE BYLAWS, ANY BOARD COMMITTEE CHARTERS, OR ANY OF THE GOVERNING DOCUMENTS FOR ANY SUBSIDIARY OF THE CORPORATION; IN ARTICLE III, SECTION 14, ADDED A NEW SECTION 14 OF THE BYLAWS STATING THAT NO COMMITTEE OF THE BOARD OF DIRECTORS SHALL HAVE ANY POWER OR AUTHORITY TO: (I) AMEND THE CERTIFICATE OF INCORPORATION OF THE CORPORATION; (II) ADOPT AN AGREEMENT OF MERGER OR CONSOLIDATION; (III) RECOMMEND TO THE SHAREHOLDERS THE SALE, LEASE OR EXCHANGE OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY AND ASSETS OF THE CORPORATION; (IV) RECOMMEND TO THE SHAREHOLDERS A DISSOLUTION OF THE CORPORATION OR A REVOCATION OF A DISSOLUTION; OR (V) AMEND THE BYLAWS OF THE CORPORATION; IN ARTICLE IV, SECTION 1, CREATED THE OFFICER POSITION OF EXECUTIVE CHAIRMAN AND THE SELECTION PROCESS FOR THE NEW POSITION AND ARTICULATED THE DUTIES OF THE PRESIDENT WITH REGARD TO DESIGNATION OF VICE PRESIDENTS AND OTHER OFFICERS OF THE CORPORATION; IN ARTICLE IV, SECTION 5, ADDED NEW SECTION TO OUTLINE THE DUTIES AND RESPONSIBILITIES OF THE EXECUTIVE CHAIRMAN; IN ARTICLE IV, SECTION 6, MODIFIED THE DUTIES AND RESPONSIBILITIES OF THE PRESIDENT OF THE CORPORATION; IN ARTICLE V, SECTION 1, MODIFIED THE DUTIES OF THE EXECUTIVE COMMITTEE REGARDING THE REVIEW OF CORPORATE ATTAINMENT LEVELS AND APPROVAL OF COMPENSATION FOR THE PRESIDENT OF THE CORPORATION AND THE PRESIDENT OF ITS SUBSIDIARY. FORM 990, PART VI, SECTION B, LINE 11B A COMPLETE COPY OF THE FORM 990 IS MADE AVAILABLE TO ALL BOARD MEMBERS FOR THEIR REVIEW PRIOR TO ITS FILING. FORM 990, PART VI, SECTION B, LINE 12C ENFORCEMENT OF CONFLICTS POLICY EACH BOARD MEMBER, OFFICER, AGENT AND EMPLOYEE AGREES THAT IF THEY HAVE ANY DIRECT OR ANY INDIRECT INTEREST IN ANY APPROVAL, CONTRACT OR AGREEMENT UPON WHICH THEY MAY BE CALLED UPON TO ACT OR VOTE, THEY SHALL DISCLOSE THE SAME TO THE BOARD OF I2E, INC. PRIOR TO THE TAKING OF ANY ACTION BY I2E, INC. CONCERNING SUCH CONTRACT OR AGREEMENT AND WILL DISCLOSE THE NATURE AND EXTENT OF SUCH INTEREST AND ACQUISITION THEREOF. THIS DISCLOSURE IS PUBLICLY ACKNOWLEDGED BY I2E, INC. AND ENTERED UPON THE MINUTES OF I2E, INC. IF A BOARD MEMBER, OFFICER, AGENT OR EMPLOYEE HOLDS SUCH AN INTEREST, THEY MUST REFRAIN FROM ANY FURTHER OFFICIAL INVOLVEMENT IN REGARD TO SUCH CONTRACT OR AGREEMENT, FROM VOTING ON ANY MATTER PERTAINING TO SUCH CONTRACT OR AGREEMENT, AND FROM COMMUNICATING WITH OTHER BOARD MEMBERS, OFFICERS, AGENTS OR EMPLOYEES CONCERNING SAID CONTRACT OR AGREEMENT. IN THE COURSE OF ALL I2E, INC. RELATED MEETINGS OR ACTIVITIES, EACH BOARD MEMBER, OFFICER, AGENT AND EMPLOYEE AGREES TO DISCLOSE ANY INTERESTS IN ANY TRANSACTION OR DECISION WHERE THEY, INCLUDING THEIR BUSINESS OR OTHER AFFILIATIONS, THEIR FAMILY, EMPLOYER, OR CLOSE ASSOCIATES WILL RECEIVE A BENEFIT OR GAIN. AFTER DISCLOSURE, THEY UNDERSTAND THAT THEY WILL REMOVE THEMSELVES PRIOR TO ANY DISCUSSION AND WILL NOT VOTE ON OR OTHERWISE PARTICIPATE IN ANY DECISION INVOLVING THE POTENTIAL CONFLICT. EACH EMPLOYEE SHALL BE RESPONSIBLE FOR PROMPTLY REPORTING TO THE INVESTMENTS COMPLIANCE OFFICER ANY POTENTIAL EMPLOYEE CONFLICTS OF INTEREST THAT MIGHT EXIST WITH RESPECT TO A POTENTIAL INVESTMENT OF ANY FUNDS MANAGED BY THE COMPANY OR WITH RESPECT TO ANY COMPANY IN WHICH THE COMPANY HAS PREVIOUSLY INVESTED FUNDS IT MANAGES. FOR THE PURPOSE OF THIS SECTION "POTENTIAL EMPLOYEE CONFLICTS OF INTEREST" SHALL INCLUDE ANY FINANCIAL INTEREST IN OR WITH A POTENTIAL OR ACTUAL RECIPIENT OF COMPANY MANAGED FUNDS BY THE EMPLOYEE, THE EMPLOYEE'S SPOUSE, ANY CHILD OF THE EMPLOYEE OR ANY PARENT, BROTHER OR SISTER OR SPOUSE OR CHILD OF A BROTHER OR SISTER OF THE EMPLOYEE, OR INDIVIDUAL OWNING AN INTEREST IN EXCESS OF 10% IN ANY ENTITY IN WHICH THE EMPLOYEE OWNS AN INTEREST IN EXCESS OF 10%(COLLECTIVELY, THE "EMPLOYEE CONFLICT GROUP"). FOR PURPOSES OF THIS SECTION, AN EMPLOYEE SHALL BE DEEMED TO HAVE INDIRECT OWNERSHIP AND CONTROL OF AN ENTITY IN WHICH A MEMBER OF THE EMPLOYEE CONFLICT GROUP HAS AN OWNERSHIP IN EXCESS OF 10% OR SERVES AS CEO OR PRESIDENT. THE COMPANY SHALL NOT MAKE AN INVESTMENT IN A COMPANY WITH A POTENTIAL EMPLOYEE CONFLICT OF INTEREST EXCEPT THAT THE EXECUTIVE COMMITTEE MAY APPROVE FOLLOW-ON INVESTMENTS OR OTHER SUBSEQUENT INVESTMENTS IN COMPANIES IN WHICH THE COMPANY HAS PREVIOUSLY MADE AN INVESTMENT WHERE THE POTENTIAL EMPLOYEE CONFLICT OF INTEREST AROSE OR BECAME APPARENT AFTER THE INITIAL INVESTMENT AND THE EXECUTIVE COMMITTEE DETERMINES SUCH INVESTMENT IS IN THE BEST INTEREST OF THE PARTICULAR FUND FROM WHICH THE PREVIOUS INVESTMENT WAS MADE. EACH DIRECTOR AND COMMITTEE MEMBER WHO SERVES ON A BOARD COMMITTEE CHARGED WITH INVESTMENT OF FUNDS MANAGED BY THE COMPANY WITH RESPECT TO PROPOSED INVESTMENTS BY THE COMMITTEE ON WHICH THE INDIVIDUAL SERVES AND ANY DIRECTOR SERVING ON THE EXECUTIVE COMMITTEE OR COMPENSATION COMMITTEE SHALL PROMPTLY REPORT TO THE INVESTMENTS COMPLIANCE OFFICER, THE CEO AND THE CHAIRMAN OF THE COMMITTEE CONSIDERING INVESTMENT ANY PROPOSED INVESTMENT OF COMPANY MANAGED FUNDS WHICH COULD PRESENT POTENTIAL CONFLICT OF INTEREST WITH RESPECT TO THE BOARD MEMBER ("POTENTIAL BOARD MEMBER CONFLICT"). A POTENTIAL BOARD MEMBER CONFLICT SHALL BE DEFINED AS ANY FINANCIAL INTEREST INVOLVING DIRECT OWNERSHIP INTEREST OR INDIRECT OWNERSHIP AS DEFINED BELOW, EMPLOYMENT RELATIONSHIP OR CONTRACTUAL RELATIONSHIP WITH AN AGGREGATE VALUE IN EXCESS OF $25,000 IN OR WITH THE POTENTIAL RECIPIENT OF COMPANY MANAGED FUNDS BY THE DIRECTOR, THE DIRECTOR'S SPOUSE, ANY CHILD OF THE DIRECTOR OR ANY PARENT, BROTHER OR SISTER OR SPOUSE OR CHILD OF A BROTHER OR SISTER OF THE DIRECTOR, OR INDIVIDUAL OWNING AN INTEREST IN EXCESS OF 10% IN ANY ENTITY IN WHICH THE DIRECTOR OWNS AN INTEREST IN EXCESS OF 10%(COLLECTIVELY, THE "DIRECTOR CONFLICT GROUP"). FOR PURPOSES OF THIS SECTION, A DIRECTOR SHALL BE DEEMED TO HAVE INDIRECT OWNERSHIP AND CONTROL OF ANY ENTITY IN WHICH A MEMBER OF THE DIRECTOR CONFLICT GROUP HAS AN OWNERSHIP IN EXCESS OF 10% OR SERVES AS CEO OR PRESIDENT. IT SHALL NOT BE CONSIDERED A POTENTIAL BOARD MEMBER CONFLICT FOR A COMPANY DIRECTOR OR COMMITTEE MEMBER TO SERVE AS AN OFFICER OR DIRECTOR OF A COMPANY RECEIVING COMPANY MANAGED FUNDS PROVIDED SUCH SERVICE IS AFTER THE DATE OF THE INVESTMENT OF COMPANY MANAGED FUNDS AND NO AGREEMENT FOR SUCH SERVICE OR DISCUSSIONS RELATING TO SUCH SERVICE EXISTED OR HAD TAKEN PLACE AS OF THE DATE OF THE INVESTMENT OF COMPANY MANAGED FUNDS AND AT LEAST 90 DAYS HAVE EXPIRED SINCE THE DATE OF THE INVESTMENT OF COMPANY MANAGED FUNDS. FORM 990, PART VI, SECTION B, LINE 15A PER THE TENTH AMENDED AND RESTATED BYLAWS THE BOARD SHALL APPOINT A COMPENSATION COMMITTEE WHICH SHALL (I) ASSESS AND RECOMMEND TO THE EXECUTIVE COMMITTEE ORGANIZATIONAL PERFORMANCE PERCENTAGES FOR PURPOSE OF PERFORMANCE BONUSES; (II) APPROVE PAYMENT OF ANY PAYMENTS UNDER THE COMPANY'S INVESTMENT PERFORMANCE INCENTIVE COMPENSATION PLAN; (III) EVALUATE AND RECOMMEND TO THE EXECUTIVE COMMITTEE THE PERFORMANCE BONUS ATTAINMENT PERCENTAGE FOR THE PRESIDENT; (IV) EVALUATE AND RECOMMEND TO THE EXECUTIVE COMMITTEE THE COMPENSATION FOR THE PRESIDENT. FORM 990, PART VI, SECTION C, LINE 19 THE FORM 990 IS AVAILABLE ON GUIDESTAR. EXISTENCE OF CONFLICT OF INTEREST POLICY IS NOTED IN THE 990. FINANCIAL STATEMENTS ARE PROVIDED IN AN ANNUAL REPORT AVAILABLE TO THE PUBLIC ON OUR WEBSITE. GOVERNING DOCUMENTS AND POLICIES ARE AVAILABLE UPON REQUEST FROM THE DIRECTOR OF FINANCE. I2E SEED CAPITAL LLC 840 RESEARCH PARKWAY SUITE 250 OKLAHOMA CITY OK 73104 208912095 FUND MANAGEMENT OK 1235565 714191 I2E INC I2E ACCELERATE OKLAHOMA LLC 840 RESEARCH PARKWAY SUITE 250 OKLAHOMA CITY OK 73104 FUND MANAGEMENT OK 147113 22120002 I2E INC OKLAHOMA BIOSCIENCE INSTITUTE 840 RESEARCH PARKWAY SUITE 250 OKLAHOMA CITY OK 73104 452067346 PROMOTE & ASSIST BIOSCIENCE COMPANIES OK 501(C)(3) LINE 7 I2E INC 1 OKLAHOMA ANGEL FUND I LP 840 RESEARCH PARKWAY SUITE 250 OKLAHOMA CITY OK 73104 812026321 INVESTING IN INNOVATIVE, HIGH-TECH OK COMPANIES OK I2E MANAGEMENT COMPANY INC EXCLUDED -5616 84402 0 1 0.02650 OKLAHOMA ANGEL FUND II LP 840 RESEARCH PARKWAY SUITE 250 OKLAHOMA CITY OK 73104 824074813 INVESTING IN INNOVATIVE, HIGH-TECH OK COMPANIES OK I2E MANAGEMENT COMPANY INC EXCLUDED -3969 69261 0 1 0.02000 OKLAHOMA SEED CAPITAL FUND LLC 840 RESEARCH PARKWAY SUITE 250 OKLAHOMA CITY OK 73104 208912156 INVESTING IN INNOVATIVE, HIGH-TECH OK COMPANIES OK I2E MANAGEMENT COMPANY INC EXCLUDED 274 483009 0 1 0.00790 PLAINS VENTURE PARTNERS I LP 840 RESEARCH PARKWAY SUITE 250 OKLAHOMA CITY OK 73104 842289045 INVESTING IN INNOVATIVE, HIGH-TECH OK COMPANIES OK PLAINS VENTURE PARTNERS LLC EXCLUDED -21470 554492 0 0 0.11690 PLAINS VENTURE PARTNERS LLC 840 RESEARCH PARKWAY SUITE 250 OKLAHOMA CITY OK 73104 842305506 INVESTMENT MANAGEMENT OK I2E MANAGEMENT COMPANY INC EXCLUDED 8907 278204 0 0 0.50000 OKLAHOMA ANGEL FUND III LP 840 RESEARCH PARKWAY SUITE 250 OKLAHOMA CITY OK 73104 882278220 INVESTING IN INNOVATIVE, HIGH-TECH OK COMPANIES OK I2E MANAGEMENT COMPANY INC EXCLUDED 0 1 ASCEND BIOVENTURES INC 840 RESEARCH PARKWAY SUITE 250 OKLAHOMA CITY OK 73104 830772971 BIOTECHNOLOGY COMMERCIALIZATION SERVICES OK I2E INC C 60000 232409 1.00000 1 I2E MANAGEMENT COMPANY INC 840 RESEARCH PARKWAY SUITE 250 OKLAHOMA CITY OK 73104 752986777 MANAGEMENT SERVICES OK I2E INC C 2059781 1391409 1.00000 1 0 0 1 0 0 0 0 0 0 0 0 1 1 1 1 1 1 1 1 I2E SEED CAPITAL LLC L 1235565 FMV I2E MANAGEMENT COMPANY INC L 5350 FMV OKLAHOMA BIOSCIENCE INSTITUTE C 350000 CASH