Silver Member Policy

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

2. Term of Silver Members. After approval of the membership of the Silver Member by the Board of Directors, the effective date for the membership of a Silver Member shall be the date on which the Silver Member has executed the Silver Member Agreement and the admission has been approved by the Board of Directors. The term of the membership of a Silver 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 calendar year after 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 Silver 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 Silver Member terminates on December 31, 2018. However, if the effective date of the membership is September 15, 2018, then the term of such Silver Member terminates on December 31, 2019.

3. Resignation or Termination of Silver Members.

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

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

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

4. Appointment of New Silver Members. Any entity may nominate itself to be a new Silver Member using the following procedure if any Silver Member positions are open. Any proposed new Silver Member may not be Affiliated with (a) any of the Silver Members or (b) any of the Silver Members 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 Silver Member as provided in Section 2.

5. List of Silver Members. The Secretary shall publish the list of the names of the Silver 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 Silver Members solely for the purposes permitted under Delaware Corporate Law and such information shall be treated as confidential.