Sc Launch Inc.

“Through a written agreement between sc launch and the related organization, south carolina research authority (scra), sc launch has delegated certain management duties to the employees of scra. The agreement clearly identifies the roles and responsibilities of both sc launch and scra.”

“Section 2. Number, Tenure and Qualifications. The Board shall consist of seven persons, as follows: (i) three persons appointed by the Executive Committee of the Board of Trustees of the South Carolina Research Authority, of which one appointee must be a member of the Board of Trustees of the South Carolina Research Authority who meets the "Experience Criteria" set forth below (collectively, the "SCRA Directors"), (ii) one person appointed by the board of directors of the Clemson University Research Foundation, (iii) one person appointed by the board of directors of the MUSC Foundation for Research Development, (iv) one person appointed by the board of directors of the University of South Carolina Research Foundation , and (v) one person who meets the "Experience Criteria" set forth below elected by the affirmative vote of a majority of the board members identified in categories (ii), (iii) and (iv) above then serving on the Board of the Corporation. For purposes of this provision, a person shall be deemed to meet the "Experience Criteria" if such person has significant experience in at least two of the following areas: experience with entrepreneurial endeavors, experience with managing a company in the technology industry, experience with managing relations with a research university or interfacing with the research activities of a research university, and experience with investing in or serving on the board of an early stage or technology company. Each director shall hold office until his successor shall have been duly appointed and qualified, or until his earlier resignation, removal from office, death or incapacity. Directors must be natural persons and must reside in South Carolina. The number of directors may be increased or decreased, as may be determined from time to time by the majority vote of the directors in office when the action is taken; provided, however, that in no event shall the Board consist of fewer than seven members. In the event the number of directors is changed, the number of SCRA Directors shall be one less than a majority of the members of the Board if the number of directors is an odd number, and two less than a majority of the members of the Board if the number of directors is an even number. Section 3. Chairman. The Board of Directors shall elect a chairman from among their membership who shall serve at the pleasure of the Board.”

“Prior to submission to the IRS, the SC Launch Audit and Finance Committee and the SC Launch Treasurer review the 990 in detail. Results of this review are reported to the full Board by the Audit and Finance Committee. The 990 is made available to the full board prior to submission to the IRS.”

“SC Launch Board of Directors and Officers submit an annual Conflict of Interest statement acknowledging that they have read and understand the policy and that a Statement of Potential Conflict of Interest form will be filed and disclosed to the Board at a regular meeting should a Potential Conflict of Interest arise.”

“Compensation for the SC Launch Executive Director, the chief officer of SC Launch, as well as that of the Treasurer and Secretary is set by the Performance and Compensation Committee of the South Carolina Research Authority (SCRA), a related organization who provides services to SC Launch, including management (see 990 Part VI, question 3). SCRA engages an independent consultant who advises the SCRA Performance and Compensation Committee regarding comparable compensation information for the executives who serve as officers for SC Launch. Compensation is routinely reviewed by the committee during regularly scheduled meetings. This process has been in place since 2004, prior to the inception of SC Launch.”

“The organization makes its form 990, governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“DESCRIPTION OF THE ORGANIZATION'S MISSION: The Corporation is organized and shall operate exclusively as a non-profit corporation to promote and support activities which are solely for the benefit of, to perform the functions of, or to carry out the purposes of the South Carolina Research Authority. In pursuit of its purposes the Corporation shall be authorized to engage in activities including but not limited to: (a) Conducting, promoting, supporting and aiding any and all activities and programs which will further the purposes of the South Carolina Research Authority; (b) Attracting or providing funds for projects designed to promote scientific, educational, charitable or other public purposes, including but not limited to economic development, in the State of South Carolina; (c) Administering programs or providing funds to programs, entities or ventures supported or sponsored by the South Carolina Research Authority or that promote economic development in the State of South Carolina; (d) Participating in joint ventures with other persons or entities which further the purposes of the South Carolina Research Authority; and (e) Any and all lawful activities necessary or incident to any purposes of the Corporation, except as further limited in these Bylaws or the Corporation's Articles of Incorporation.”

“There have been no changes during the year in the process for oversight of the audit of the financial statements.”