Platinum Member Policy

1. Platinum Members. Platinum Members must meet the criteria set by the Board of Directors prior to applying for membership. All applications for Platinum Members must be approved by the Board of Directors.

2. Term of Platinum Members. After approval of the membership of the Platinum Member by the Board of Directors, the effective date for the membership of a Platinum Member shall be the date on which the Platinum Member has executed the Platinum Member Agreement and the admission has been approved by the Board of Directors. The term of the membership of a Platinum Member shall run through (a) December 31 of the same calendar year as the effective date of the membership if the effective date is earlier than July 1 of a calendar year and (b) December 31 of the same calendar year as the effective date of the membership if the effective date is later than July 1 of a calendar year, and such term shall automatically renew unless such Platinum Member resigns or is terminated pursuant to Section 3 below. For example, if the effective date of the membership is March 31, 2018, then the term of such Platinum Member terminates on December 31, 2018. However, if the effective date of the membership is September 15, 2018, then the term of such Platinum Member terminates on December 31, 2019.

3. Resignation or Termination of Platinum Members.

a) A Platinum Member may resign its membership upon 3 months written notice to the Secretary.

b) Any Director may make a motion to terminate a Platinum Member for breach of the Platinum Member Agreement and provide reasonable detail on the nature of the breach. If the breach is not cured within the period provided in the Platinum Member Agreement, the Board of Directors shall vote on termination of the Platinum Member by a majority of the members of the Board of Directors. If the Board of Directors approves the termination of the Platinum Member, the Secretary shall give written notice to the Platinum Member.

c) If a Platinum Member becomes Affiliated with another Member, such Platinum Member (“Controlled Platinum Member”) shall cease to be a Platinum Member on the closing date of the transaction which results in the Platinum Member becoming a Controlled Platinum Member. If the Controlled Platinum Member is Controlled by a Silver Member or Academic/Nonprofit Member, the Controlling Member shall become a Platinum Member for the remainder of the term of the Controlled Platinum Member.

4. Appointment of New Platinum Members. Any entity may nominate itself to be a new Platinum Member using the following procedure if any Platinum Member positions are not filled. Any proposed new Platinum Member may not be Affiliated with any other Member on the date of its application. The nomination must be in writing to the Secretary with the information determined by the Board of Directors. The Secretary shall promptly provide a copy of such nomination to all of the members of the Board of Directors. The Board of Directors shall consider the application of the nominee at its next meeting. If the Board of Directors approves the admission, the entity shall become a Platinum Member as provided in Section 2.

5. List of Platinum Members. The Secretary shall publish the list of the names of the Platinum Members but without their contact information. Upon a written request by a Platinum Member, Silver Member or Academic/Nonprofit Member for the purposes permitted by Delaware Corporate Law, the Secretary shall make available the contact information of all Platinum Members solely for the purposes permitted under Delaware Corporate Law and such information shall be treated as confidential.