Ips Enterprises Inc.

“IDEA Public Schools is the Sole Member.”

“IDEA Public Schools, as the Sole Member of the organization, has the power to elect or appoint one or more members of the governing body.”

“IDEA Public Schools, as the Sole Member of the organization, has the power to exercise any and all rights or powers granted to the Sole Member pursuant to the express terms of the Bylaws and the Texas Business Organizations Code (TBOC). The approval or consent of the Sole Member will not be required to authorize the taking of any action by the organization unless, and then only to the extent that: (i) the Bylaws expressly provides therefor; or (ii) such approval or consent is required by non-waivable provisions of the TBOC. The Sole Member has the right to take any action with respect to the organization necessary, in its sole discretion, to protect the Sole Member's status as an exempt entity under section 501(c)(3) of the Code.”

“The finance committee will review the Form 990 prior to filing. Points raised by this review are resolved between key financial personnel, other management personnel (if needed) and the organization's outside tax preparer before filing. In addition, the 990 will be presented and emailed to the Board prior to filing with the IRS.”

“The management and board of IPS Enterprises, Inc. monitor potential conflicts of interest.”

“For Superintendent/CEO compensation, the board of directors of IDEA Public Schools contracted an independent consultant to conduct a survey of Superintendents/CEOs in comparable non-profit organizations as defined by the third party's market assessment. Based on the analysis, the board of directors approved a contract for the Superintendent/CEO within the identified reasonable total remuneration range. For other executives, compensation was determined using a similar process of industry benchmarking based on data aggregated by an independent consultant that specialized in non-profit compensation reports.”

“Audited financial statements are consolidated with IDEA Public Schools financial statements. Therefore, these can be found on IDEA Public Schools website.”

“IPS Enterprises provides grades Pre-K through 12 public charter school management services via management services agreements with schools in the IDEA network. Through these services, IPS Enterprises carries out its exempt purposes by developing school models, educational services, and products for the purposes of replicating the IDEA model, facilitating charter school campus development, including designing, financing, and leasing charter school sites, buildings and certain equipment facilitating the attainment of higher education. These activities are properly within the scope of IPS Enterprises' exempt purposes because they are functions that are reasonably and customarily necessary in order for IDEA to operate schools and to expand its network of charter schools both through its own expansion and by working with other educational organizations described in Section 501(c)(3) of the Code. IDEA accomplishes this component of its exempt purposes by and through IPS Enterprises, primarily through various lease and financing arrangements, through Management Services Agreements with the IDEA managed organizations, and through a Shared Services Agreement with IDEA. Pursuant to management arrangements and agreements, IDEA, through IPS Enterprises, makes available its charter school expertise, intellectual property, management and staffing services, charter school buildings, sites, certain equipment and other property and services to the IDEA managed organizations. IDEA Public Schools operates public, tuition-free charter schools in the State of Texas (the "IDEA Schools"). Due to interest in expanding the IDEA curriculum and school concept to states outside of Texas, IDEA formed IDEA Public Schools Louisiana, Inc. (EIN: 81-3194334), IDEA Public Schools NOLA, Inc. (EIN: 82-4598717), IDEA Florida, Inc. (EIN: 84-3519271), IDEA Greater Cincinnati, Inc. (EIN: 85-3616675), and IDEA Public Schools Arkansas, Inc. (EIN: 87-0936913). The IDEA Schools, together with the charter schools operated or to be operated by the IDEA managed organizations, are referred to herein collectively as the "Schools." All of the Schools are or will be public, tuition-free charter schools operated pursuant to charter contracts with the relevant charter-issuing authorities (the "Charter Contracts").”