In-Q-Tel Inc.

“Review of the form 990 the form 990 was prepared by the company's external tax advisory firm with the assistance of in-q-tel's finance team. The form 990 was also reviewed by certain members of the company's executive team, including the coo and general counsel. Additionally, the audit and ethics committee of the board of trustees reviewed the form 990 during one of its quarterly meetings. After review by the audit and ethics committee, the form 990 was distributed to all members of the board of trustees prior to filing. Part vi, line 12c conflict of interest policy disclosure and recusal are required for all conflicts of interest under the conflicts of interest poicies for trustees, officers and employees. For every transaction subject to board/committee approval, the members of the board and committee are asked to diclose any conflicts under the policies. For each transaction, iqt also identifies and discloses any conflicts involving iqt trustees, officers and employees. Each trustee, officer and employee who has a conflict is recused from participating in in-q-tels deliberations of, or votes to authorize, ratify or confirm the transaction that is the subject of the conflict unless a waiver is given by a majority of the disinterested members of the board (in the event of a trustee or officer), the board, or the coporations ethics officer (in the event of an employee who is not a trustee or officer.) additionally, each year, all iqt trustees and officers are required to complete a questionnaire as to whether the trustees are independent and whether the officers or trustees have a family relationship or a business relationship with any other officer, director, trustee, or key employee of in-q-tel. In addition, annually, employees are required to disclose outside activities.”

“Compensaton explanation in formulating iqt's compensation system, the board of trustees complies with its responsibilities under the internal revenue code of 1986, as amended ("code"), to pay reasonable compensation to iqt's employees and to avoid any "excess benefit transactions" under section 4958 of the code. In overseeing iqt's compensation system, the board adheres to the following principles: - the compensation system is approved by the board or a committee of the board composed entirely of independent trustees who are not employees of, or independent contractors to, iqt. - the board, or committee thereof, obtains and relies upon appropriate compensation data for comparable entities prior to making compensation determinations; and - the basis for its determination is documented concurrently with the board or committee making that determination. Iqt's human resources and compensation committee (the "hr and compensation committee"committee") has been charged by the board of trustees to assist the board in overseeing iqt's compensation system. Specifically, the committee performs the following duties: - ensures that iqt's compensation program and other employee benefits are comparable to appropriate markets. - conducts an annual review of the chief executive officer's ("ceo's") performance, and makes recommendations to the board of trustees on the ceo's compensation and benefits for the next year. - on an annual basis, reviews the ceo's recommendations regarding the compensation and benefits of the other disqualified persons, as defined in section 4958 of the internal revenue code, and determines their compensation and benefits for the next year. - on an annual basis, reviews the determination of compensation and benefits of the other employees made by the ceo or the ceo's designee. - engages an independent compensation consulting firm to perform a periodic study of iqt's compensation program and administration, or parts thereof. (this study includes, but is not limited to, a review of data the company used to benchmark positions, documentation of base salary adjustments, and annual incentive plan awards.) following completion of such study, the compensation consulting firm delivers a report to the human resources and compensation committee discussing iqt's adherence to its compensation policies. - works with iqt's in-house and outside counsel to ensure that iqt's compensation structure and plans comply with internal revenue code and other legal requirements. - keeps the board of trustees informed of key compensation and human resource issues affecting iqt.”

“Documents available to the public in-q-tel does not make this information available to the public.”

“The iqt board of trustees approved a $1,000,000 payment, payable annually over five years, to the cia officers memorial foundation and has paid $1,000,000 of that commitment as of 3/31/19.”