California Attorney General Changes Breaking Code Silence’s Registry Status to “Delinquent”

MAIL TO:

Office of the Attorney General
RECEIVED
Registry of Charitable Trusts
INITIAL
-3.0. BOX 903447 Attorney General’s Office
Sacramento, CA 94203-4470 REGISTRATION FORM
STREETADDRESS.
STATE OF CALIFORNIA JUL 1 8 2023
1300 I Street

Sacramento, CA 95814 OFFICE OF THE ATTORNEY GENERAL
(916) 210-6400
Registry of Charitable Trusts
REGISTRY OF CHARITABLE TRUSTS
WEBSITE ADDRESS:

mdicag.,ca.gcylchantie-s (Government Code Sections 12580-12599.7)
(For Registry Use Only)

Part A – Identification of Organization

Breaking Code Silence
Name of Organization:

Mailing Address: 4470 W Sunset Blvd, Suite 107 PMB 93863 Telephone number: (213) 640-2810

City: Los Angeles E-mail address: admin@breakingcodesilence.org

State: California Fax number:

ZIP Code: 90027 Website: https://www.breakingcodesijenee.org

Federal Employer Identification Number (FEIN): Corporation or Organization Number:
86-3319273 C4721336

Part B – Registration Fee

A $50 REGISTRATION FEE must accompany this registration form. Make check payable to DEPARTMENT OF JUSTICE.
Part C – List of Trustees or Directors and Officers

Names and addresses of ALL trustees or directors and officers (attach a list if necessary):

Name: Dr. Vanessa Hughes Position: Director; Board President

Address: 4470 W Sunset Blvd, Suite 107 PMB 93863 City: Los Angeles State: CA ZIP Code: 90027

Name: Jenny Magill Position: Director

Address: 4470 W Sunset Blvd, Suite 107 PMB 93863 City: Los Angeles State: CA ZIP Code: 90027

Name: Dr. Apryl Alexander Position: Director

Address: 4470 W Sunset Blvd, Suite 107 PMB 93863 City: Los Angeles State: CA ZIP Code: 90027

Name: Position:

Address: City: State: ZIP Code:

Part D – Organization Activities

Describe the primary activity of the organization (a copy of the material submitted with the application for federal or state tax
exemption will normally provide this information). If the organization is based outside California, comment fully on the extent of
activities in California and how the California activities relate to total activities. In addition, list all funds, property, and other assets
held or expected to be held in Cilifornia. Attach additional sheets if necessary.

Breaking Code Silence seeks to prevent cruetty and abuse of children by raising awareness about problems in the so-called “troubled teen

industry” and to educate, advocate, and support research for youth and survivors of residential facilities. BCS reports abuse when discovered,

helps to investigate facilities – including behavior modification programs, rehabilitation centers, residential treatment facilities, therapeutic

boarding schools, and wilderness programs – that may be improperly regulated or unregulated, and pursues policy change. BCS seeks to

prevent widespread institutional abuse of children within this industry. BCS currently hold cash funds in California, and no other property or assets.

956641
·,riev. UZ,ZUZ I j

Pan E – Assets and Accounting Period

Registration with the Attorney
If assets (funds, property, etc.) have been received, enter the date first received.
General is required within thirtv days
June 1, 2021 of receipt of assets.
Date assets first received in/from California:

June 30

What annual accounting period has the organization adopted? Fiscal Year Ending (Month/Day):

Part F – Founding Documents

Attach the organization’s founding documents as follows:

A) Corporations – a copy of the endorsed / certified articles of incorporation and all amendments and current bylaws. If
incorporated outside California, enter the date the corporation qualified through the California Secretary of State’s Office to
conduct activities in California.

B) Associations – a copy of the instrument creating the organization (bylaws, constitution, and/or articles of
association / organization).

C) Trusts – a copy of the trust instrument or will and decree of final distribution.

D) Trustees for charitable purposes – a statement describing operations and charitable purpose.

Part G – Federal Tax Exempt Status

Has the organization applied for or been granted IRS tax-exempt status? El Yes U No
Date of application for Federal tax exemption: May 3, 2021

Date of exemption letter: May 19, 2021 Exempt under Internal Revenue Code section 501(c) (3 )

If known, are contributions to the organization tax-deductible? ® Yes m No

Attach a copy of the Application for Recognition of Exemption (IRS Form 1023 or 1024) and the determination letter issued by the IRS.

Part H – Fundraising Professionals

Does the organization contract with or otherwise engage the services of any commercial fundraiser for charitable purposes,
fundraising counsel, or commercial coventurer (as defined in Government Code sections 12599-12599.2)? If yes, provide the
name(s), address(es), telephone number(s), and registration number(s) assigned by the Registry of Charitable Trusts of the
provider(s). Attach additional sheets if necessary.

m Commercial Fundraiser ( # ) Fundraising Counsel ( # m Commercial Coventurer (# )

Name: N/A Telephone Number:

Address: City: State: ZIP Code:

E Commercial Fundraiser ( # , E Fundraising Counsel ( # , m Commercial Coventurer (# )

Name: N/A Telephone Number:

Address: City: State: ZIP Code:

D Commercial Fundraiser ( # ) E Fundraising Counsel (# ) El Commercial Coventurer (# 1

Name: N/A Telephone Number:

Address: City: State: ZIP Code:
tr

Part 1 -Please respond to the following list of questions and provide supplemental information if applicable. 1

1. List all DBAs and names of the organization uses or has used.
IN#
1 1

12. List all states in which you solicit charitable donations or have registered to do so, or in which you are exempt from registration
hist nnormt,1

California

3. Is the organization under common control, does it have a close connection with, or is it related to, any other nonprofit or for-profit
organization or trust? If yes, identify by name, address, and telephone.
No: WA

: No· Wa f
4. Has the organization’s IRS tax-exempt status ever been denied, revoked, or modified? If yes, please explain circumstances on a
, separate sheet.

15. Has the organization’s tax-exempt status ever been suspended or revoked by the Franchise Tax Board? If yes, please explain
1 circumstances on a separate sheet.

No: N/A

6. Has the organization’s corporation status ever been suspended or revoked by the Secretary of State? If yes, please explain
Circumstances on a separaie sneet.

No: N/A

7. Are any officers, directors, trustees, or employees related by blood, marriage or adoption? If yes, identify by name, title and
relationship.
No; NIA

8. Has the organization or any of its officers, directors, or trustees been the subject of a court or administrative proceeding in any
state regarding any solicitation or registration? If yes, please explain on a separate sheet.
No; NA

9. Have any of the organization’s officers, directors, or trustees been convicted of any crime involving the misuse or
misappropriation of funds, or any crime involving deception in the operation of a charity? If yes, identify by name and title.
No; N/A

Please note that the Form CT-l is a public document which will be posted on the Registry’s website. If you wish to
maintain the confidentiality of any attachment to the Form CT-1, you must request that the attachment not be
maintained in the Public File.

Part J – Signature

l declare under penalty of perjury that I have examined this registration form, including accompanying documents, and to the best of
my knowledge and b,lief, the form and each document are true, correct, and complete, and I am authorized to sign.

Title Chief Executive Officer
Signature
PVWY’/04 ft Date 2/26/2023

A

The organization win 4q-1 to Rfinancial reports annually on Form RRF-1 (Annual Registration/Renewal Fee Report) no later than four months
and-een days aIerD,efendeflhe organization’s accounting pedod. Organizations with $&0,000 or more in total revenue are also required to file the
applicable IRS Form 990, with al attachments and schedules, as filed with the IRS. Organizations with less than $50,000 in total revenue are generally
required,o me Fo,m CT-TR-1. AN Registry Foans can beR,und on the Attorney Generars webs*e at www.oag.ca.00WchariUes.

Foradditional/ m// 1/”10″, please refertolhe Supe/vI-not™-esand Fum’/a//ls for £ 12/”1″/I pu,poses Act (Government Code sections
1*1260U} -•1 – A*–auve Rules and *guions purs-1 to lhe Act (Cal»omia Code of Regulations, 1Hle 11, Sections 300·312.1), and
other resources w-e on the Anorney Generars webae at-ag.ca.gaMA:hafi.

Additional infem-on is aw-*de on the Attorney Genemrs website at wwv,nag.ca.gov/charities. You may 40 call *t* Attorney General’s Retry
of Charitatile Tillh at 018) 210*00 or fax * (010) 444*St or contact the Re,0,4 viaemail at Registratkx.ca.gmt
Breaking Code Silence
Initial Registration Form

Registry of Charitable Trusts

Attachment 1:

Articles of Incorporation
ARTICLES OF INCORPORATION

OF 4721336

%UHDNLQJ &RGH 6LOHQFH
03/22/2021

I.
The name of the corporation shall be %UHDNLQJ &RGH 6LOHQFH

II.
The place in this state where the principal office of the Corporation is to be located is
 1 0DU 9LVWD $YH 3DVDGHQD &DOLIRUQLD 

III.
Said corporation is organized exclusively for charitable purposes, including for such purposes,
the making of distributions to organizations that qualify as exempt organizations under section
501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax
code.

This corporation is a nonprofit PUBLIC BENEFIT CORPORATION and is not organized
for the private gain of any person. It is organized under the Nonprofit Public Benefit
Corporation Law for public and charitable purposes.

The specific purpose of this corporation is to
HGXFDWH DGYRFDWH DQG VXSSRUW UHVHDUFK HQGHDYRUV IRU \RXWK DQG VXUYLYRUV RI UHVLGHQWLDO IDFLOLWLHV

IV.
The name and address in the State of California of this corporation’s initial agent for service of
process is:
/HJDO=RRPFRP ,QF
4721336
V.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable
to its members, trustees, officers, or other private persons, except that the corporation shall be
authorized and empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purposes set forth in Article III hereof. No
substantial part of the activities of the corporation shall be the carrying on of propaganda, or
otherwise attempting to influence legislation, and the corporation shall not participate in, or
intervene in (including the publishing or distribution of statements) any political campaign on
behalf of or in opposition to any candidate for public office. Notwithstanding any other
provisions of these articles, the corporation shall not carry on any other activities not
permitted to be carried on (a) by a corporation except from federal income tax under section
501(c)(3) of the Internal Revenue Code, or the corresponding section of future federal tax
code, or (b) by a corporation,(2) of the Internal Revenue Code, or the corresponding section
of any future federal tax code.

VI.
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt
purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future tax code, or shall be distributed to the federal
government, or to a state or local government, for a public purpose. Any such assets not so
disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which
the principal office of the corporation is then located, exclusively for such purposes or to such
organization or organizations, as said Court shall determine, which are organized and operated
exclusively for such purposes.

VI.

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of
Incorporation on the date below.

Date: 

LegalZoom.com, Inc., Incorporator

By: Cheyenne
yenne Moseley,
M Assistant Secretary
Breaking Code Silence
Initial Registration Form

Registry of Charitable Trusts

Attachment 2:

Bylaws
BYLAWS

OF

BREAKING CODE SILENCE

0’11 f- al,fornia Alrinnrefit PublicL.,U’
Ac.,lofit Onrrv,ratinni
V VV” P-,1-/,UUV’,f

NAME

Corporate Name, The name of this corporation is Breaking Code Silence
(hereinafter the ‘corporation”)

OFFICES

Principal Office. The corporation’s principal office is located at 272 N. Mar
Vista Ave.. Pasadena. CA 91106. The Board of Director (“Board’) may change the principal
Mice from one location to another within the State of California

Ote.f..Qff)ces. The Board may at any time establish branch or subordinate
offices at any place or places where this comoration is qualified to conduct its activities.

PURPOSES

Description in Articles The corporation’s general and specific purposes
are described in its Articles of Incorooration.

DEDICATION OF ASSETS

Dedication of Assets. This corporation’s assets are irrevocably dedicated
to charitable purposes No part of the net earnings, properties, or assets of the corporation, on
dissolution or otherwise, shall inure to the benefit of ally private person or individual, or to any
Director or officer of the corporation. Upon dissolution of the corporation, aii properties and assets
remaining after payment, or provision for payment, of ati debts and liabilities of the corporation
shall be distributed as set forth in its Articles of Incorporation.

NO MEMBERS

No Members The corporation shall have no members within the meaning
of Section 5056 of the California Nonprofit Public Benefit Corooration Law

Authority Vested in the Board. All rights that would otherwise vest under
the Nonnrofit Public Benefit Corporation Law in the members shall vest in the Board. Actions that

otherwise require approval by a majority of all members. or approval by the members, shall only
require Board approval

Associates. The corporation may use the term “members” to refer to
r,arctong as<ir·,riatarl with it, hift et,ch persons shall not be comorate members within the meaning
h.’ 9 # ‘J’ .
V

nf Qor·
……..tion 5056 of the California Nonprofit Public Benefit Corporation Law.

BOARD OF DIRECTORS

General Pow-ers. Subject to the provisions and limitations of the California
AN,Et ‘r
pfofit. 23
iiv ii.,–ni
i ki ir. -v,rjvl
R or, aE-,
f}t Onrnnratinn
w- 1.. 0″ v! I2%,
au, artr’ any other applicable laws and any limitations of

Pace 1 of 11
the Articies of incorporation or these Bylaws, the corporation s activities and affairs shall be
conducted. and all corporate powers shall be exercised, by or under the direction of the Board.
The Board may deiegate the management of the corporations activities to any person<s)
management company, or committees, however composed, provided that the corporation’s
activities and affairs shall be manaaed and all cornorate nowers shall be exercised under the

ultimate direction of the Board.

Sperific_Power*. Without prejudice to such general powers. but subject to
the same limitations the Board shall have the following powers

To approve personnel policies and monitor their implementation: to select
anc remove
rcarl =
#..1 6.4 1in officers. agents, and employees of the corporation, and to prescribe such
Dowers and duties for them as are compatible with law. the Articles of Incorporation, or these
Bylaws; to fix their compensation (as provided herein, members of the Board are not
compensate d for service on the Board):

To conduct manage, and control the affairs and activities of the corporation
and to make such rules and regulations therefor which are not inconsistent with law. the

corporation:s Articles of Incorporation, or these Bylaws;

To change the principal office or the principal business office in California
from one location to another; cause the corporation to be qualified to conduct its activities in any
other state, territory, dependency, or country; and conduct its activities in or outside California,

To borrow money and incur- indebtedness for the corporation’s purposes,
and to couse to be executed and delivered therefore, in the corporate narnel promissory notes,
bonds, debentures; deeds of trust, mortgages, pledges, hypothecations, and other evidences of
debt and security therefore;

To carry on a business and apply any revenues in excess of expenses that
result from the business activity to any activity that it may lawfully engage in,

To acquire by purchase, exchange, lease, gift, devise, bequest. or
otherwise. and to hold, improve; lease, sublease, mortgage. transfer in trust encumber, convey,
or otherwise dispose of real and personal property

To act as trustee under any trust incidental to the principal object of the
corporation, and to receive. hold, administer, exchange, and expend funds and property subject
to such trust: and

To enter into any contracts or other instruments, and do any and all other
things incidental to or expedient for attainment of the corporation’s purposes.

Number and Election of Directors.

The Board shall consist of a minimum of three (3) and no more than fifteen
tl €\ n
..irectors. with the actual number to be determined from time to ,im
t- e J
h,a resolution of the
Board. The initial Board shall be comprised of the three (3) Directors appointed by the
Incorporator With the exception of the initial Board, Directors shall be elected by the vote of a
majority of Directors then in office,

D
, age 2 of 11
All Directors shall have full voting rights.

I-he qualifications for Directors are generally the ability to attend board
meetirric a umunrinoss
..1,1/ ‘.1,%,
‘tjvt to actively supnort anri orornote the enrporatinp onri o rlorlination to its
-V I 44,14, ‘ ‘W, F- , t./ C L 1.-‘ . L™ L L•* ‘, U’ t / *I

mission and charitable endeavors.

Iarms_of Office. Each Director shall hoid office for a three (3) year term.
and until a successor has been elected by the Board: provided. however, the terms of the initial
Board may be staggered as determined by the Incorporator. There shall be no limitation on the
number of consecutive terms to which a Director mav be reelected.

Vacancies. A vacancy on the Board shall be deemed to exist if a Director
dies, resigns, is removed, or if the authorized number of Directors is increased. The Board ma\/
declare vacant the office of a Director who has been declared of unsound mind by a final order of
court, convicted of a felony, or found by a final order or judgment of any court to have breached
any duty arising under Article 3 of Chapter 2 of the California Nonprofit Public Benefit Corporation
Law. Vacancies on the Board shall be filled by the vote of a majority of Directors then in office.
Each Director so elected shall hold office until the expiration of the term of the replaced Director
and until a successor has been duly elected by the Board

Removal. A Director may be removed, with or without cause, by a vote of
the majority of the Directors of the entire Board at a special meeting called for that purpose, or at
a regular meeting; provided that notice of such meeting complies with Section 6.10 or Section
6.11 as applicable. Any vacancy caused by the removal of a Director shall be filled as provided
in Section 6.05

Resignation. Subject to the provisions of Section 5226 of the California
Nonprofit Public Benefit Corporation Law, any Director may resign effective upon giving written
notice to the Chief Executive Officer. the Chairperson of the Board, the Secretary, or the Board
as a whole, unless the notice specifies a future time for the effectiveness of such resignation. If
the resignation is effective at a future time, a successor may be elected before then to take office
when the resignation becomes effective. No Director may resign when the corporation would
then be left without at least one (1) Director in charge of its affairs.

Place of Meetings. Meetings of the Board may be held at the corporations
Drincipal office, or at any other place within or without the State of California that has been
designated in the notice of the meeting, or if there is no notice, at such place as has been
designated from time to time by resolution nf the Board

Annual Meetings. The Board shall meet annually for the purpose of
organization. election of officers, approving the regular nieeting schedule, and the transaction of
such other business as may properly be brought before the meeting.

Regular Meetingi. Regular meetings of the Board, including the annual
meetings. shall be held without call or notice at such times and places as may from time to time
be fixed by the Board,

Special Meetings. Special meetinns of the Board for any purpose may be
called at any time by the corporation’s Chief Executive Officer, Secretary, or any two Directors
Notice of the time and place of special meetings shall be delivered to each Director personally or
niantinn
hv t=Imphone or email, and shall be provided at least t
,/ ¥ 4#V enty-four (24) hours prior to the -,…. „.:3

Page 3 of 11
The notice shall contain a brief general description of each item of business to be transacted or
discussed at the meeting.

Quorum. A maiority of the actual number of Directors then in office shall
constitute a quorum. Every action taken or decision made by a majority of the Directors oresent
at a meeting duly held atwhiclla quorum is present js an apl of the Boardl. SUNect to th# more
stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without
limitation, those provisions relating to (a) approval of contracts or transactions in which a Director
has a direct or indirect material financial interest, (b) approval of certain transactions between
corporations having common directors, (c) creation of and appointments to committees of the
Board, and (d) indemnification of Directors. A meetinct at which a quorum is initially present mav
continue to transact business, notwithstanding the withdrawal of Directors, but no action can be
taken unless and until a quorum is restored. Directors may not vote bv proxy. Participation by
Teleconference or Videoconference; Electronic Meetings. Directors may participate in a meeting
of the Board through the use of conference telephone, electronic video communication, or other
similar electronic communications or electronic transmission, so long as the following apply:

All Directors participating in the meeting can communicate with each other
rv,nrN frrantiw· Snrl
t…., 1.’ll’ f ..¢ E.: I. F.,Af 1..

Each Director is provided with the fneans of participating in ail matters
before the Board. including the capacity to propose. or to interpose an objection to, a specific
action to be taken by the corporation.

Vy@iyer Of. Notice. Notice of a meeting need not be given to any Director
who signs a waiver of notice or a written consent to holding the meeting or an approval of the
minutes thereof, whether before or after the meeting, or who altends the meeting without.
protesting the lack of notice to such Director prior thereto or at its commencement. 411 S’ inh
waivers, consents, and approvais shall be filed with the corporate records or macie a part of the
minutes of the meetings.

Adiournment. A majority of the Directors present. whether or not a quorum
is present, may adjoum any Board meeting to anothertime and place. If the meeting is adjourned
for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be
given prior to the time of the adjourned meeting to the Directors who were not present at the time
of the adjournment.

Action Without Meeting, Any action required or permitted to be taken by
the Board may be taken without a meeting if all Directors shall individually or collectively consent
in writing to such action. Such consent(s) shall have the same effect as a unanimous vote of the
Board and shall be filed with the minutes of the proceedings of the Board. For purposes of this
Section oniv. the Dhrase “all members of the Board” shall not include anv “interested Dersons” as
defined in Section 6.18 herein

Fees and_Compensation. Directors shall serve without compensation for
their service. The Board may approve the reimbursement of a Directors actual and necessary
expenses incurred when conducting the corporation’s business. Subject to Section 6.18 herein
and the California Nonprofit Public Benefit Corporation Law, nothing herein shall preclude a
Director from serving the corporation in any other capacity, including. but not limited to. as an
officer, agent, or employee of the corporation. and receiving compensation for such service

Page 4 of 11
Restriction on interested Directors. Not more than forty-nine percent
(49%) of the persons serving on the Board at anv time mal, be interested persons. An interested
Derson s (a) any person being compensated by the corporation for services rendered to it within
tho nrevious twelve (12) months. whether as a full-time or part-time employee. independent
contractor. or otherwise: and (b) any brother, sister, ancestor. descendant, spouse, brother-in-
law. sister-in-law. son-in-law. daughter-in-law, mother-in-law. or father-in-law of anv such person.
However. any violation of the provisions of this Section shall not affect the validity or enforceability
of anv transaction entered into by the corporation.

Stan®rd of. (38-re

A Director shall perform the duties of a Director, including duties as a
member of any committee of the Board on which the Director may serve, in good faith. in a manner
such Director beiieves to be in the corporation s best interests and with such care, including
reasonable inquiry. as an ordin’arily prudent person in a like situation would use under similar
circumstances

In performing the duties of a Director. a Director shall be entitled to rely on
information. opinions, renorts, or statements, including financial statements and other financial
data: in each case prepared or presented by: (i) one or more of the corporation’s officers or
employees who m the Director believes to be reliable and competent in the matters presented;
(ii) legal counsel, independent accountants, or other persons as to matters that the Director
believes to be within such person’s professional or expert competence: or (iii) a committee of the
Board upon which the Director does not serve, as to matters within its designated authority, which
committee the Director believes to merit confidence, so long as, in any such case, the Director
acts in good faith; after reasonable inquiry when the need therefor is indicated by the
circumstances and without knowledge that would cause such reliance to be unwarranted.

Non-Liability of Directors. No Director shall be personally liable for the
corporation’s debts liabilities. or other obligations.

Common Directorships. Pursuant to Section 5234 of the California
Nonprofit Pub!ic Benefit Corporation Law, the corporation shaii not be a party to a transaction with
another corporation, firm or association in which one or more of its Directors is also a director or
directors (“Overlapping Director'(sy) unless. 1 1 Drior to entering into the transaction; the material
facts of the transaction and the Overlapping Director’s other directorship are fully disclosed or
known to the Board and the Board authorizes. approveq or ratifies the contract or transaction in
good faith by a vote sufficient without counting the vote of the Overlapping Director, or 2) the
contract or transaction is just and reasonable to the corporation at the time it is authorized.
approved or ratified. This provision does not apply to transactions covered by Section 5233(b) of
the California Nonprofit Public Benefit Corporation Law,

Executive Compensation Review. In any year in which this corporation is
cegally required to do so pursuant to Section 5213 of the California Nonprofit Public Benefit
Corporation Law, the Board (or a Board Committee) shali review any compensation packages
(including all benefits) of the Chief Executive Officer and Chief Financial Officer, regardless of job
title. and shall approve such compensation only after determining that the compensation is just
and reasonable. This review and approval shall occur when such officer is hired, when the term
of employment of such officer is renewed or extended. and when the compensation of such officer
is modified. unless the modification applies to substantially all of the employees of this
corooration.

Page 5 of 11
OFFICERS

Required Officers The officers of this corporation shall be a Chief
Executive Officer. a Chairperson of the Board. a Secretary, and a Treasurer (who may also be
referred to as the Chief Financiai Officer). Any number of offices may be held by the same person,
except that the Secretary j the Treasurer. or the Chief Financial Officer may not serve concurrently
c
as ine ut Hei executive Officer.

Permitted Officers. The Board of Directors may elect one or more Vice
Chairpersons. and such other Board officers as the business of the corporation may require. such
as a Chief Financial Officer who will serve the Board and who may be separate from the
Treasurer. each of whom shall be elected to hold office. have such authority and perform such
duties as the Board at its pleasure from time to time may determine.

Election Except for initial officers appointed by Board resolution, and the
Chief Executive Officer and Chief Financial Officer who may serve by contract. the officers of this
corporation shall be elected annually by the Board, and each shall serve at the pleasure of the
Board. subject to the rights. if any. of an officer under contract of employment

Removal. Any officer may be removed, with or without cause, by the Board
at any time or, in the case of an officer appointed by another officer, the person with authority to
appoint shall also have the power of removal. Any removal shall be without prejudice to the rights,
if any: of an officer under any contract of employment.

Resignation Any officer may resign at any time by giving written notice to
the Board. Any such resignation shall take effect upon receipt of that notice or at any later time
specified by that notice and, unless otherwise specified in that notice, the acceptance of such
resignation shall not be necessary to make it effective. Any resignation is without prejudice to the
rights, if any: of this corporation under any contract to which the officer is a party.

Vacancies. A vacancy in any office for any reason shall be filled in the
same manner as these Bylaws provide for election to that office. provided that such vacancies
shall be filled as they occur.

Chief Executive Officer and Division Directors. The corporation shall have
a Chief Executive Officer (who will be one of the corporation’s Division Directors). The Division
Directors, including the Chief Executive Officer, shall, collectively. be the general manager and
chief executive officer of the Corporation. and. subject to the control of the Board and their
contracts of employment, shall generally supervise. direct, and control the activities, affairs, and
employees of the corporation by division: and shall see that all resolutions of the Board are carried
into effect: and shall perform any and all other duties assigned by the Board, these Bylaws or their
emplovment contracts.

Chairperson of the Board. The Board may elect one Director lo serve as
Chairperson of the Board (who may be referred to as the Board Chair or Board President). He,
she or they shall preside as the Chairperson at Board meetings and shall exercise and perform
such other powers and duties as the Board may assign from time to time.

Secretary. The Secretary shail supervise the keeping of a full and complete
rearnrrl r,f the r)ro ceedings of the Board and its committees shall supervise the giving of such
It 1 /

Page 6 of 11
notices as may be proper and necessary, shall supervise the keeping of the minute books of this
corporation. and shall have such other powers and duties as may be prescribed by the Board or
thes° Aa/|art
4, I. 4.-7 l’- I u.

Treasurer. The Treasurer (who may be referred to as the Chief Financial
Officer) shall bo the chief financial officer of this corporation until and unless the Board hires a
Chief Financial Officer who will serve the Board and will be separate from the Treasurer. As such,
the Treasurer shall supervise the charge and custody of all funds of this corooration, the deposit
of such funds in the manner prescribed by the Board. and the keeping and maintaining of
adequate and correct accounts of this corporation’s properties and business transactions, shall
render reports and accountinas as required. and shall have such other powers and duties as may
be prescribed by the Board or these Bylaws

Compensation of Officers. The salaries of officers, if any, shall be fixed
from time to time by resolu tion of the Board. in all cases. any salaries received by officers of the
corporation shall be fair and reasonable and given in return for services actually rendered for the
corporatio which relate to the performance of the charitable purposes of the corporation, and
subject to Section 6.22 above, as applicable.

COMMITTEES

Board Committees. The Board inay create one or more committees, each
consisting of two (2 ) or more Directors to serve at the pleasure of the Board, and may delegate
in. r·i irh nn rn,-n
:ittee any of the authority of the Bcard, except with respect to

Final action on any matter that, by law. requires approval of all of the
Directors or a maiority of all of the Directors

The filling of vacancies on th Board or on any committee which has the
authority of the Board:

The fixing of compensation. if any, of the Directors for serving on the Board
nran / 0#’Nrflt’nti’00

The amendment or repeal of the corporation’s Bylaws or the adoption of
new Bviaws

The amendment or repeal of any resolution of the Board which by its
express terms is not so amendable or repealable:

The appointment of other committees having the authority of the Board:

The expenditure of corporate funds to support a nominee for Director. or

The approval of any self-dealing tr:ansaction as such transactions are
defined in Section 5213(a) of the California Nonprofit Public Benefit Corporation Law: except as
Permitted under Section 5233

Committees must be created. and the members thereof apocinted, by resolution adopted
by a majority of the number of Directors then in office. The Board may appoint. in the same

Page 7 of 11
Other Committees

The Chairperson of the Board or the Division Directors: subject to any
bmitations imposed by the Board. may create other committees. either standing or speciax.
permanent or temporary to serve the Board which do not have the powers of the Board. and shall
op:Joint members to serve on such committees. and shall designate the Chair of the committee
i f a Director is on such committee. he. she or t:hev shall be the Chair of the committee

Meetings of a committee may be called by the Chairperson of the Board, a
Division Director. the Chair of the committee or a majority of the committee members. Each
committee shall meet as often as is necessary to perform its duties. Notice of a meeting of a
committee may be given at any time and in any manner reasonab!y designed to inform the
committee members of the time and place of the meeting. A majority of the cornmittee members
shall constitute a quorum for the transaction of business at any meeting of the committee, and a
committee may take action by majority vote Each committee may keep minutes of its proceedings
and shall resort periodically. as determined by the Board. to the Board.

Members of a committee shall serve until resignation or removal, Any
member of a committee may resign at any time by giving written notice to the Chairperson of the
Board or the Chief Executive Officer. Such resignation. which may or may not be made contingent
upon formal acceptance, shall take effect UDon thedate of receipt or at any later time specified in
the notice. The Chairperson of the Board or the Division Directors. with prior approval of the Board
if the Board so requires, or the Board, may remove any member of a committee. and shall appoint
a member to fill a vacancy in any committee or any position created by an increase in the
membership.

INDEMNIFICATION AND INSURANCE

Indemnification, To the fullest extent permitted by law, the corporation shall
indemnify its Directors. officers employees and other persons described in Corporations Code
Section 5238(a), including persons formerly occupying any such positions, against all expenses,
tudgments. fines. settlements, and other amounts actually and reasonably incurred by them in
connection with any “proceeding.” as that term is used in that section; and including an action by
or in the right of the corporation by reason of the fact that the person is or was a person described
in that section. “Expenses” shall have the same meaning herein as in Section 5238(a) of the
Corporations Code. On written request to the Board of Directors by any person seeking
indemnification under Corporations Code Section 5238(b) or Section 5238(c), the Board of
Directors shall promptly decide under Corporations Code Section 5238(el whether the applicable
standard of conduct set forth in Corporations Code Section 5238(b) or Section 5238(c) has been
met and, if so. the Board of Directors shall authori:ze indemni,ication

Other Indemnification. No provision made by the corporation to indemnify
its Directors or officers for the defense of any proceeding whether contained in the Articles of
Incorporation. Bylaws. a resolution of Directors, an agreement, or otherwise, shall be valid unless
consistent with this Article. Nothina contained in this Article IX shall affect any rioht to
indemnification to which Dersons other than such Directors and officers mav be entitled bv

contract or otherwise.

Insurance. The corporation shall have the right to purchase and maintain
insurance to the full extent permitted bu law on behalf of it officers Directors. employees. and
other agents. to cover any liability asserted against or incurred by any officer, Director, employee,

Page 9 of 11
or aGent in such canacitv or ansina from the officer’s. Director’s. emolovee’s. or aaent’s status as

OTHER PROVISIONS

IMaintenance of Corporate Records. The corporation shall keep
:a; adequate and correct books and records of account: (b) written minutes of the proceedings of
the Board and committees of the Board; (c) the original or a copy of its Articles of incorporation
and Bylaws, as amended to date: and (d) such reports and records as reauired bv law. All such
records shall be kept at the corporation’s principal office, or if its principal office is outside the
State of California, at its princisal office in this state

Inspection. Every Director shall have the right at any reasonable time. and
from time to time. to inspect all books, records. and documents of every kind and the physical

properties of the c :orporation. subject to applicable law. Such inspection by a Director may be
made in person or by agent or attorney and the riaht of inspection includes the right to copv and
IT?ake extracts

Annual Report Pursuant to Corporations Code Section 6321, within 120
davs after the close of its fiscal year the corporation shall send each Director and any other
oersons as mav be desjanated bv the Board. a reoort containina the following information in
reasonaDie deta,!

The assets and liabilities, including the trust funds, of the corporation as Of

the end of the fiscal year

The principal changes in the assets and liabilities, including trust funds,
during the fiscal year

The revenue or receipts of the corporation, both unrestricted and restricted
to particular purposes, for the fiscal year.

The expenses or disbursements of the corporation, for both general and
restricted purposes durina the fisca 004

The annual report shall be accompanied by any report thereon of independent
accountants or. if there is no such report. by the certificate of an authorized officer of the
corporation that such statements were prepared without audit from the books and records of the
rorn,nratinn

Annual Statement of Certain Transactions and Indemnifications. As part
of the annual report to all Directors, or as a separate document if no annual report is issued. the
corporation shall, within 120 days after the end of the corporation’s fiscal year, annually prepare
and deliver to each Director any information required by Corporations Code Section 6322 with
ressect to the preceding year

Public Inspection and Disclosure. The corporation shall have availabie for
public inspection at its pringical office a copy of each of its annual exempt organization information
returns for each of the last three years and a copy of its state and federal applications for
rar’r,rin
….rp
.ition of exemption

i .,Au ..„ of 11
0 -·’ .· r. lA
– —— – —— Construction and Definitions. Unless the context otherwise requires. the
cenerai Drovisions. rules of construction. and definitions contained in the California Nonorofit

Public Benefit Comoration Law shall govern the construction of these Bylaws.

– —– ——- Fiscal Year. Thefiscal yearofthe corporation shail end on June 30 each
vear

AMENDMENTS

– —– …… Bylaw Amendments These Bylaws will be reviewed periodically by the
Board. The Board may adopt. amend, or repeal these Bylaws unless doing so would be a
prohibited amendment under the California Corporations Code. Any amendment to these Bylaws
will require a majority vote of the Directors then in office.

– —– —- Effective Date These Byiaws and any amendments to these Bylaws shall
be effective immediately upon their adoption.

41 41 .2

CERTIFICATE OF ADOPTION

I certify that I am the Secretary of Breaking Code Silence, a California nonprofit public
benefit corporation. and that the foregoing Bylaws of such corporation was duly adopted by the
corporation’s Board of Directors on Apr 22 ,2021.

IN WITNESS WHEREOF, 1 have signed my name and affixed the seal of the corporation to
thic rartificate on Aori: 23 £2021

Secretary. Breaking Code Silence

Page 11 of 11
Breaking Code Silence
Initial Registration Form

Registry of Charitable Trusts

Attachment 3:

IRS Determination Letter
Department of the Treasury Date:

Internal Revenue Service 05/19/2021
Idl’ Tax Exempt and Government Entities Employer ID number:

IRS P.O. Box 2508 86-3319273
Cincinnati, OH 45201 Person to contact:

Name: Peggy Hussey
ID number: 32073

Telephone: 877-829-5500
BREAKING CODE SILENCE Accounting period ending:
C/O VANESSA HtJGHES June 30

272 N MAR VISTA AVENUE Public charity status:

PASADENA, CA 91106 170(b)(1)(A)(vi)
Form 390/ 990-EZ / 990-N required:
Yes

Effective date of exemption:
March 22, 2021
Contr,bution deductibllity

Yes

Addendum applies:
No

DLN:

26053525004991

Dear Applicant:

We’re pleased to tell you wc determined you’re exempt from federal income tax under Internal Revenue Code
(IRC) Section 501(c)(3). Donors can deduct contributions they make to you under IRC Section 170. You’re also
qualified to receive tax deductible bequests, devises, transfers or gifts under Section 2055,2106, or 2522. This
letter could help resolve questions on your exempt status. Please keep it for your records.

Organizations exempt under IRC Section 501(c)(3) are further classified as either public charities or private
foundations. We determined you’re a public charity under the IRC Section listed at the top of this letter.
If we indicated at the top of this letter that you’re required to file Form 990/990-EZ/990-N, our records show
you’re required to file an annual information return (Form 990 or Form 990-EZ) or electronic notice (Form
990-N, the e-Postcard). If you don’t file a required return or notice for three consecutive years, your exempt
status will be automatically revoked.

If we indicated at the top of this letter that an addendum applies, the enclosed addendum is an integral part of
this letter.

Letter 947 (Rev. 2-2020)
Catalog Number 35152P
For important information about your responsibilities as a tax-exempt organization, go to www.irs.gov/charities.
Enter “4221-PC” in the search bar to view Publication 4221-PC, Compliance Guide for 501(c)(3) Public
Charities, which describes your recordkeeping, reporting, and disclosure requirements.
We sent a copy of this letter to your representative as indicated in your power of attorney.
Sincerely,

po·/*Uu 0– – 0Lock-
Stephen A. Martin
Director, Exempt Organizations
Rulings and Agreements

Letter 947 (Rev. 2-2020)
Catalog Number 35152P
Breaking Code Silence
Initial Registration Form

Registry of Charitable Trusts

Attachment 4:

Tax Exemption Application
OMB No. 1545-0047
Form 1023 Application for Recognition of Exemption
Under Section 501(c)(3) of the Internal Revenue Code
(Rev. January 2020) Note: If exempt status is
Do not enter social security numbers on this form as it may be made public. approved, this application will
Department of the Treasury
be open for public inspection.
Internal Revenue Service Go to www.irs.gov/Form1023 for instructions and the latest information.
Use the “?” buttons throughout this form for help in completing this application. For additional help, call IRS Exempt Organizations Customer Account
Services toll-free at 1 -877-829-5500.

If you cannot complete required responses within the textbox limits throughout this form, upload your additional narratives with the other required
documents.

Part I Identification of Applicant
la Full Name of Organization (exactly as it appears in your organizing document) b Care of Name (if applicable)
BREAKING CODE SILENCE VANESSA HUGHES

c Mailing Address (Number, street and room/suite) d City e Country
272 N MAR VISTA AVENUE PASADENA UNITED STATES

f State g Zip Code + 4 h Foreign Province (or State) i Foreign Postal Code
CALIFORNIA 91106

2 Employer Identification Number 3 Month Tax Year Ends 4 Person to Contact if More Information is Needed (officer,
director, trustee, or authorized representative)

86-3319273 JUNE KEVIN DAVIS

5 Contact Telephone Number 6 Fax Number (optional) 7 User Fee Submitted

619-515-3293 619-398-0117 $600.00

8 Organization’s Website (if available): https://www.breakingcodesilence.net/

9 List the names, titles, and mailing addresses of your officers, directors, and/or trustees.
First Name: VANESSA Last Name: HUGHES Title: DIRECTOR AND PRESIDENT/CEO

Mailing Address: 272 N MAR VISTA AVENUE City: PASADENA

State (or Province): CALIFORNIA Zip Code (or Foreign Postal Code): 91106

First Name: JENNY Last Name: MAGILL Title: DIRECTOR AND SECRETARY

Mailing Address: 272 N MAR VISTA AVENUE City: PASADENA

State (or Province): CALIFORNIA Zip Code (or Foreign Postal Code): 91106

First Name: KATHERINE Last Name: MCNAMARA Title: DIRECTOR AND TREASURER

Mailing Address: 272 N MAR VISTA AVENUE City: PASADENA

State (or Province): CALIFORNIA Zip Code (or Foreign Postal Code): 91106

First Name: JEREMY Last Name: WHITELEY Title: DIRECTOR

Mailing Address: 272 N MAR VISTA AVENUE City: PASADENA

State (or Province): CALIFORNIA Zip Code (or Foreign Postal Code): 91106

First Name: Last Name: Title:

Mailing Address: City:

State (or Province): Zip Code (or Foreign Postal Code):

m Check here to add more officers, directors, and/or trustees.

For Paperwork Reduction Act Notice, see instructions. Cat. No. 17133K Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 2
Part 11 Organizational Structure

1 You must be a corporation, limited liability company (LLC), unincorporated association, or trust to be tax exempt.
Select your type of organization.

0 Corporation

At the end of this form, you must upload a copy of your articles of incorporation (and any amendments) that shows proof of filing with the
appropriate state agency.

O Limited Liability Company (LLC)

At the end of this form, you must upload a copy of your articles of organization (and any amendments) that shows proof of filing with the
appropriate state agency. Also, if you adopted an operating agreement, upload a copy, along with any amendments.

O Unincorporated Association

At the end of this form, you must upload a copy of your articles of association, constitution, or othersimilar organizing document that is dated and
includes at least two signatures. Include signed and dated copies of any amendments.

0 Trust

At the end of this form, you must upload a signed and dated copy of your trust agreement. Include signed and dated copies of any amendments.

2 Enter the date you formed. (MM/DD/YYYY) 03/22/2021

3 Select your state (or U.S. territory) of incorporation or other formation. If you were formed under the laws of a California
foreign country, select Foreign Country.

4 Have you adopted bylaws? If”Yes,” at the end of this form, upload a current copy showing the date of adoption, If”No” (i Yes O No
explain how you select your officers, directors, or trustees.

5 Are you a successor to another organization? C Yes g No

Answer “Yes” if you have taken or will take over the activities of another organization, you took over 25% or more of the fair
market value of the net assets of another organization, or you were established upon the conversion of an organization from
for-profit to nonprofit status. If “Yes,” complete Schedule G.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 3
Part 111
Required Provisions in Your Organizing Document

Part 111 helps ensure that, when you submit this application, your organizing document contains the required provisions to meet the organizational test
under section 501(c)(3).

If you cannot check “Yes” in both Lines 1 and 2, your organizing document does not meet the organizational test. DO NOT file this application until you
have amended your organizing document. Remember to upload your original and amended organizing documents at the end of this form.

1 Section 501(c)(3) requires that your organizing document limit your purposes to one or more exempt purposes within section 501(c)(3), such as
charitable, religious, educational, and/or scientific purposes.

The following is an example of an acceptable purpose clause: The organization is organized exclusively for charitable, religious, educational, and scientific
purposes undersection 501(c)(3) of the Internal Revenue Code, or corresponding section of anyfuturefederal tax code.

Does your organizing document meet this requirement? / Yes O No

la State specifically where your organizing document meets this requirement, such as a reference to a particular article or section in your organizing
document (Page/Article/Paragraph):

Page 1, Article Ill

2 Section 501(c)(3) requires that your organizing document provide that upon dissolution, your remaining assets be used exclusively for section 501(c)
(3) exempt purposes, such as charitable, religious, educational, and/or scientific purposes, Depending on your entity type and the state in which you
are formed, this requirement may be satisfied by operation of state law.

The following is an example of an acceptable dissolution clause: Upon the dissolution of this organization, assets shall be distributed for one or more exempt
purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed
to the federal government, or to a state or local government, for a public purpose.

Does your organizing document meet this requirement? (i Yes C No

2a State specifically where your organizing document meets this requirement, such as a reference to a particular article or section in your organizing
document (Page/Article/Paragraph) or indicate that you rely on state law.

Page 2, Article VI

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name BREAKING CODE SILENCE EIN: 86-3319273 Page 4

Part IV Your Activities

1 Describe completely and in detail your past, present, and planned activities. Do not reter to or repeat the purposes in your organizing document.
For each past, present, or planned activity, include information that answers the following questions:

a. What is the activity?
b. Who conducts the activity?
c. Where is the activity conducted?
d. What percentage of your total time is allocated to the activity?
e. How is the activity funded (for example, donations, fees, etc.) and what percentage of your overall expenses is allocated to this activity?
f. How does the activity further your exempt purposes?

Breaking Code Silence (BCS) is a California nonprofit public benefit corporation that formed exclusively for charitable purposes. BCS seeks to prevent
cruelty and abuse of children within the meaning of IRC Section 501(c)(3) with its mission and specific purpose to raise awareness about problems in the
‘troubled teen industry’, and to educate, advocate and support research endeavors for youth and survivors of residential facilities. BCS receives its
financial support from philanthropy and direct and indirect contributions from the general public. As a nonprofit formed for charitable purposes and
receiving its support from the public, BCS seek tax exemption as a public charity pursuant to IRC Sections 501(a)(1) and 1 70(b)(1)(A)(vi)

a. What is the activity? BCS raises public awareness about the cruelty and abuse of children and other systemic problems in the troubled teen industry–
which includes behavior modification programs, rehabilitation centers, residential treatment facilities, therapeutic boarding schools, and wilderness
programs–that is improperly regulated or operates fully unregulated. In addition to raising awareness, BCS investigates facilities, reports abuse when
discovered, develops research to understand the effect of abuse on child abuse survivors, provides support and resources to survivors of abuse, and
actively pursues policy change. BCS advocates for change to prevent widespread institutional abuse of children within this industry, including physical
abuse, neglect, psychological harm, sexual abuse, pseudoscientific practices, and negligence that may result in death.

b. Who conducts the activity? The activities are conducted by BCS, and its directors and officers, employees and volunteers. BCS was founded by
survivors of institutional child abuse and activists who seek to raise awareness about problems in the trouble teen industry, and the need for reform to
prevent cruelty and abuse of children.

c. Where is the activity conducted? The activities are currently conducted in Southern California, principally in Los Angeles County where BCS was
formed and its corporate offices are located. However, BCS plans for its activities to expand throughout the United States to locations where the
institutions or facilities, and the survivors, are located.

d. What percentage of your total time is allocated to the activity? BCS devotes 100% of its time to these charitable activities.

e. How is the activity funded? BCS is funded through public philanthropy, including direct and indirect contributions from the public, and possibly
through grants from private organizations and governmental units that support our mission to prevent cruelty and abuse of children. For example,
Paris Hilton has decided to grant BCS $15,000, and the Conrad N. Hilton Foundation may grant an additional $500,000 to BCS, if we are able to obtain
our tax-exempt status by July 31, 2021. We submit with this application a request for the IRS to expedite its review in light of this proposed grant.

f. How does the activity further your exempt purposes? BCS’s exempt purposes are to prevent cruelty and abuse of children. BCS achieves these
activities by raising public awareness, investigating institutions and facilities, reporting abuse when discovered, providing support and resources to
survivors of abuse, and advocating for reform within the troubled teen industry where widespread institutional abuse of children is currently improperly
unregulated or fully unregulated.

As a California nonprofit public benefit corporation that seeks to prevent cruelty and abuse of children and receives its support from direct and indirect
contributions from the public, Breaking Code Silence requests exemption pursuant to IRC Sections 501 (c)(3) as a public charity described in IRC Sections
501(a)(1) and 170(b)(1)(A)(vi).

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 5

Part IV Your Activities (continued)

2 Enter the 3-character NTEE Code that best describes your activities. 172

Or check here if you want the IRS to select the NTEE Code that best describes your activities. m

3 Do any of your programs limit the provision of goods, services, or funds to a specific individual or group of specific C Yes C No
individuals? For example, answer “Yes” if goods, services, or funds are provided only for a particular individual, your
members, individuals who work for a particular employer, or graduates of a particular school. If”Yes,” explain the limitation
and how recipients are selected for each program.

4 Do any individuals who receive goods, services, or funds through your programs have a family or business relationship with O Yes / No
any officer, director, trustee, or with any of your highest compensated employees or highest compensated independent
contractors? If “Yes,” explain how these related individuals are eligible for goods, services, or funds.

5 Do you or will you support or oppose candidates in political campaigns in any way? If “Yes,” explain. O Yes @ No

6 Do you or will you attempt to influence legislation? If”Yes,” explain how you attempt to influence legislation. (i Yes C No

Breaking Code Silence does not currently attempt to influence legislation. However, Breaking Code Silence may, at some point in the future,
advocate for reform in legislation and/or regulation of the troubled teen industry–including behavior modification programs, rehabilitation
centers, residential treatment facilities, therapeutic boarding schools and wilderness programs–to prevent cruelty and abuse of children.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 6

Part IV Your Activities (continued)

6a Did you or will you make an election to have your legislative activities measured by expenditures by filing Form 5768? If O Yes @ No
“No,” describe whether your attempts to influence legislation are a substantial part of your activities. Include the time and
money spent on your attempts to influence legislation as compared to your total activities.

Breaking Code Silence has not spent any time or money on attempting to influence legislation at this time. However, in the event that it decides to
engage in legislative activities at some point in the future, Breaking Code Silence will track whether such lobbying activities are a substantial part of
its overall charitable activities and will make the election whether to have such lobbying activities measured by expenditure by filing Form 5768.

7 Do you or will you publish, own, or have rights in music, literature, tapes, artworks, choreography, scientific discoveries, or (i Yes O No
other intellectual property? If “Yes,” describe who owns or will own any copyrights, patents, or trademarks, whether fees are
or will be charged, how the fees are determined, and how any items are or will be produced, distributed, and marketed.

Breaking Code Silence owns the trademark of its name and logos, and the intellectual property rights to its online and social media presence. It
currently does not have any plans to license the intellectual property or charge any fees related to the intellectual property.

8 Do you or will you provide educational information to the general public on budgeting, personal finance, financial literacy, C Yes g No
saving and spending practices, the sound use of consumer credit, and/or assist individuals and families with financial
problems such as credit card debt and foreclosure by providing them with counseling? If “Yes,” explain.

9 Do you or will you make grants, loans, or other distributions to organizations? If “Yes,” describe the type and purpose of the O Yes (* No
grants, loans, or distributions, how you select your recipients including submission requirements (such as grant proposals or
application forms), and the criteria you use or will use to select recipients. Also describe how you ensure the grants, loans,
and other distributions are or will be used for their intended purposes (including whether you require periodic or final
reports on the use of funds and any procedures you have if you identify that funds are not being used for their intended
purposes). Finally, describe the records you keep with respect to grants, loans, or other distributions you make and identify
any recipient organizations and any relationships between you and the recipients. If “No,” continue to Line 10.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 7

Part IV Your Activities (continued)

9a Do you or will you make grants, loans, or other distributions to organizations that are not recognized by the IRS as tax O Yes O No
exempt under section 501(c)(3)? If”Yes,” name and/or describe the non-section 501(c)(3) organizations to whom you do or
will make distributions and explain how these distributions further your exempt purposes.

9b Do you or will you make grants, loans, or other distributions to foreign organizations? If “Yes,” name each foreign C Yes O No
organization (if not already provided), the country and region within each country in which each foreign organization
operates, any relationship you have with each foreign organization, and whether the foreign organization accepts
contributions earmarked for a specific country or organization (if so, specify which countries or organizations). If “No,”
continue to Line 10.

9c Do your contributors know that you have ultimate authority to use contributions made to you at your discretion for purposes C Yes O No
consistent with your exempt purposes? If “Yes,” describe how you relay this information to contributors.

9d Do you or will you make pre-grant inquiries about the recipient organization? If “Yes,” describe these inquiries, including O Yes 0 No
whether you inquire about the recipient’s financial status, its tax-exempt status under the Internal Revenue Code, its ability to
accomplish the purpose for which the resources are provided, and other relevant information.

9e Do you or will you use any additional procedures to ensure that your distributions to foreign organizations are used in O Yes C No
furtherance of your exempt purposes? If “Yes,” describe these procedures, including periodic reporting requirements,
auditing grantees, site visits by your employees or compliance checks by impartial experts, etc., to verify that grant funds are
being used appropriately.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01 -2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 8

Part IV Your Activities (continued)

9f Do you share board members or other key personnel with the recipient organization(s)? If “Yes,” identify the relationships. O Yes O No

9g When you make grants, loans, or other distributions to foreign organizations, will you check the OFAC List of Specially C Yes C No
Designated Nationals and Blocked Persons for names of individuals and entities with whom you are dealing to determine if
they are included on the list? Describe any other practices you will engage in to ensure that foreign expenditures or grants
are not diverted to support terrorism or other non-charitable activities.

9h Will you comply with all United States statutes, executive orders, and regulations that restrict or prohibit U.S. persons from O Yes C No
engaging in transactions and dealings with designated countries, entities, or individuals, or otherwise engaging in activities
in violation of economic sanctions administered by OFAC?

9i Will you acquire from OFAC the appropriate license and registration where necessary? O Yes O No

10 Do you or will you operate in a foreign country or countries? If “Yes,” name each foreign country and region within each C Yes g No
country in which you do or will operate and describe your operations in each one. If “No,” continue to Line 11.

10a When you conduct activities in foreign countries, will you check the OFAC List of Specially Designated Nationals and O Yes C No
Blocked Persons for names of individuals and entities with whom you are dealing to determine if they are included on the
list? Describe any other practices you will engage in to ensure that foreign expenditures or grants are not diverted to
support terrorism or other non-charitable activities.

1Ob Will you comply with all United States statutes, executive orders, and regulations that restrict or prohibit U.S. persons from O Yes C No
engaging in transactions and dealings with designated countries, entities, or individuals, or otherwise engaging in activities
in violation of economic sanctions administered by OFAC?

1Oc Will you acquire from OFAC the appropriate license and registration where necessary? 6 Yes C No

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 9

Part IV Your Activities (continued)

11 Are you a sponsoring organization that maintains one or more donor advised funds? If yes, please provide a complete (- Yes 0 No

description of your program, including the specific advice that such donors may provide. Describe in detail the control you
maintain (or will maintain) over the use of the funds.

12 Do you or will you operate a school? O Yes (i No
If “Yes,” complete Schedule B.

13 Is your principal purpose or function to provide hospital or medical care? C Yes * No
If”Yes,” complete Schedule C.

14 Do you or will you provide low-income housing? O Yes @ No
If “Yes,” complete Schedule F.

15 Doyou or will you provide scholarships, fellowships, educational loans, or other educational grants to individuals, including C Yes C No
grants for travel, study, or other similar purposes?
If “Yes,” complete Schedule H – Section I.

16 Check any of the following fundraising activities that you will undertake (check all that apply):

Website, mail, email, personal, and/or phone solicitations ® Foundation grant solicitations

S Receive donations from another organization’s website ® Government grant solicitations

E Bingo £ Other (non-bingo) gaming activities

Other (describe)

m We will not engage in fundraising activities.

17 Do you or will you engage in fundraising activities for other organizations? If “Yes,” describe these arrangements, including C Yes CE No

the names or descriptions of the organizations for which you raise funds.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 10

Part V Compensation and Other Financial Arrangements

1 Do you or will you compensate officers, directors, or trustees, or do or will you have highest compensated employees, or (i Yes C No

highest compensated independent contractors? If”No,” continue to Line 2.

In establishing compensation for your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors:

la Do or will the individuals that approve compensation arrangements follow a conflict of interest policy? (@’ Yes C No

1 b Do or will you approve compensation arrangements in advance of paying compensation? (i Yes O No

1c Do or will you document in writing the date and terms of approved compensation arrangements? (@’ Yes O No

(i’ Yes C No
ld DO or will you record in writing the decision made by each individual who decided or voted on compensation arrangements?

le Do or will you approve compensation arrangements based on information about compensation paid by similarly situated (i’ Yes O No
taxable or tax-exempt organizations for similar services, current compensation surveys compiled by independent firms, or
actual written offers from similarly situated organizations?

(i’ Yes O No
1 f Do or will you record in writing both the information on which you relied to base your decision and its source?

1 g Do or will you have any other practices you use to set reasonable compensation? If “Yes,” describe these practices, C Yes @ No

2 Have you adopted a conflict of interest policy consistent with the sample conflict of interest policy in Appendix A to the (2′ Yes C No

instructions? If you are a hospital, answer “Yes” if your conflict of interest policy includes provisions consistent with the
additional healthcare related provisions in the sample document. If “No,” describe the procedures you will follow to ensure
that persons who have a conflict of interest will not have influence over setting their own compensation or regarding
business deals with themselves.

3 Do you or will you compensate any of your officers, directors, trustees, highest compensated employees, and highest O Yes 0 No

compensated independent contractors through non-fixed payments, such as discretionary bonuses or revenue-based
payments? If “Yes,” describe all non-fixed compensation arrangements, including how the amounts are determined, who is
eligible for such arrangements, whether you place a limitation on total compensation, and how you determine or will
determine that you pay no more than reasonable compensation for services.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 11

Part V Compensation and Other Financial Arrangements (continued)

4 Do you or will you purchase or sell any goods, services, or assets from or to: (i) any of your officers, directors, or trustees; (ii) O Yes 0 No
any family of any of your officers, directors, or trustees; (iii) any organizations in which any of your officers, directors, or
trustees are also officers, directors, or trustees, or in which any individual officer, director, or trustee owns more than a 35%
interest; (iv) your highest compensated employees; or (v) your highest compensated independent contractors? If “Yes,”
describe any such transactions that you made or intend to make, with whom you make or will make such transactions, how
the terms are or will be negotiated at arm’s length, and how you determine you pay no more than fair market value or you
are paid at least fair market value.

5 Do you or will you have any leases, contracts, loans, or other agreements with: (i) your officers, directors, or trustees; (ii) any O Yes 0 No
family of any of your officers, directors, or trustees; (iii) any organizations in which any of your officers, directors, or trustees
are also officers, directors, or trustees, or in which any individual officer, director, or trustee owns more than a 35% interest;
(iv) your highest compensated employees; or M your highest compensated independent contractors? If”Yes,” describe any
written or oral arrangements that you made or intend to make, with whom you have or will have such arrangements, how
the terms are or will be negotiated at arm’s length, and how you determine you pay no more than fair market value or you
are paid at least fair market value.

6 Do you or will you contract with another organization to develop, build, market, or finance your facilities? C Yes 0 No
If “Yes,” describe each facility, the role of the other organization, and any business or family relationship between the
organization and your officers, directors, or trustees. Explain how that entity is selected, how the terms of any contract(s) are
negotiated at arm’s length, and how you determine you will pay no more than fair market value for services.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 12

Part V Compensation and Other Financial Arrangements (continued)

7 Does or will someone other than your own employees or volunteers manage your activities or facilities? C Yes 0 No
If “Yes,” describe the activities or facilities that will be managed by others, the names of the persons or organizations that
manage or will manage your activities or facilities, and any business or family relationship between the organization and your
officers, directors, or trustees. Explain how these managers were or will be selected, how the terms of any contracts or other
agreements were or will be negotiated, and how you determine you will pay no more than fair market value for services.

8 Do you participate in any joint ventures, including partnerships or limited liability companies treated as partnerships, in O Yes (7 No
which you share profits and losses with partners? If “Yes,” state your ownership percentage in each joint venture, list your
investment in each joint venture, describe the tax status of other participants in each joint venture (including whether they
are section 501(c)(3) organizations), describe the activities of each joint venture, describe how you exercise control over the
activities of each joint venture, and describe how each joint venture furthers your exempt purposes.

Part VI Financial Data

1 Select the option that best describes you to determine the years of revenues and expenses you need to provide.

(2 You completed less than one tax year.
Provide a total of three years of financial information (including the current year and two future years of reasonable and good faith projections
of your future finances) in the following Statement of Revenues and Expenses,

You completed at least one tax year but fewer than five.

Provide a total of fouryears financial information (including the current year and three years of actual financial information or reasonable and
good faith projections of your future finances) in the following Statement of Revenues and Expenses.

O You completed five or more tax years.

Provide financial information for your five most recent tax years (including the current year) in the following Statement of Revenues and
Expenses.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01 -2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 13

Part VI Financial Data (continued)

42.14 – 4*10••minfR•,enuesan¢IC,)#nies
31.1, .94%45 . ;

f , I g·/4 3 14§2&*:%2021 4 ·A ··4 – 44 . e , ..

From: 07/01/2020 From: 07/01/2021 From: 07/01/2022 From: From:

To: 06/30/2021 To: 06/30/2022 To: 06/30/2023 To: To:

1 Gifts, grants, and contributions received (do not $600,000 $1,000,000 $1,000,000
include unusual grants)

2 Membership fees received $0 $0 $0
3 Gross investment income $0 $0 $0

4 Net unrelated business income $0 $0 $0

5 Taxes levied for your benefit $0 $0 $0

6 Value of services or facilities furnished by a
governmental unit without charge (not including
$0 $0 $0
the value of services generally furnished to the
public without charge)

7 Any revenue not otherwise listed above or in lines 9 –
$0 $0 $0
12 below (provide an itemized list below)

8 Total of lines 1 through 7 $600,000 $1,000,000 $1,000,000 $0 $0

9 Gross receipts from admissions, merchandise sold or
services performed, or furnishing of facilities in any
$0 $0 $0
activity that Is related to your exempt purposes
(provide an itemized list below)
10 Total of lines 8 and 9 $600,000 $1,000,000 $1,000,000 $0 $0

11 Net gain or loss on sale of capital assets (provide an $0 $0 $0
itemized list below)

12 Unusual grants (provide an itemized list below) $515,000 $0 $0

13 Total Revenue (add lines 10 through 12) $1,115,000 $1,000,000 $1,000,000 $0 $0

Current tax year 4 prior tax years or 2 succeeding tax years
14 Fundraising expenses $30,000 $40,000 $45,000

Contributions, gifts, grants, and similar amounts
15 $0 $0 $0
paid out (provide an itemized list below)
Disbursements to or for the benefit of members
16 $0 $0 $0
(provide an itemized list below)

17 Compensation of officers, directors, and trustees $0 $0 $0

18 Other salaries and wages $142,000 $155,000 $168,000

19 Interest expense $0 $0 $0

20 Occupancy (rent, utilities, etc.) $24,000 $26,000 $28,000

21 Depreciation and depletion $0 $0 $0
22 Professional fees $62,000 $72,000 $78,000

23 Any expense not otherwise classified, such as $296,757 $296,757 $296,757
program services (provide an itemized list below)

24 Total Expenses (add lines 14 through 23) $554,757 $589,757 $615,757 $0 $0

25 Itemized financial data

Line 12 – Breaking Code Silence may receive a one-time unusual grant in the amount of $15,000 from Paris Hilton, and an additional $500,000 from
the Conrad N. Hilton Foundation, if the IRS issues an exemption determination letter by July 31, 2021. We submit with this application a request for
the IRS to expedite its review in light of the proposed grants. Line 23 – The $296,757 of expenses are itemized as follows: Survivor emergency fund
($20,000), Retreat programming costs ($128,700), Retreat participant travel ($32,400), CRM training and certification ($74,836), Indirect operational
costs ($37,821), and supplies and incidentals ($3,000).

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 14
Part VI Financial Data (continued)

B. Balance Sheet (for your most recently completed tax year) Year End: 06/30/2021

1 Cash $0

2 Accounts receivable, net $0
3 Inventories $0

4 Bonds and notes receivable (provide an itemized list below) $0
5 Corporate stocks (provide an itemized list below) $0
6 Loans receivable (provide an itemized list below) $0
7 Other investments (provide an itemized list below) $0
8 Depreciable assets (provide an itemized list below) $0
9 Land $0

10 Other assets (provide an itemized list below) $0
11 Total Assets (add lines 1 through 10) $0
u*imes –
12 Accounts payable $0

13 Contributions, gifts, grants, etc. payable $0
14 Mortgages and notes payable (provide an itemized list below) $0
15 Other liabilities (provide an itemized list below) $0
16 Total Liabilities (add lines 12 through 15) $0
Fund Balances or Net Assets

17 Total fund balances or net assets $0
18 Total Liabilities and Fund Balances or Net Assets (add lines 16 and 17) $0

19 Itemized financial data

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 15

Part VII Foundation Classification

Part VII is designed to classify you as an organization that is either a private foundation or a public charity. Public charity classification is a more favorable
tax status than private foundation classification. If you are a private foundation, this part will further determine whether you are a private operating
foundation.

1 Select the foundation classification you are requesting from the list below.

. You are described in 509(a)(1) and 1 70(b)(1)(A)(vi) as an organization that receives a substantial part of its financial support in
the form of contributions from publicly supported organizations, from a governmental unit, or from the general public.

You are described in 509(a)(2) as an organization that normally receives not more than one-third of its financial support from
O gross investment income and receives more than one-third of its financial support from contributions, membership fees, and
gross receipts from activities related to its exempt functions (subject to certain exceptions).

C You are described in 509(a)(1) and 170(b)(1)(A)(i) as a church or a convention or association of churches. Complete Schedule A.

C You are described in 509(a)(1) and 170(b)(1)(A)(ii) as a school. Complete Schedule B.

You are described in 509(a)(1) and 1 70(b)(1)(A)(iii) as a hospital, a cooperative hospital service organization, or a medical
research organization operated in conjunction with a hospital. Complete Schedule C.

You are described in 509(a)(1) and 1 70(b)(1)(A)(iv) as an organization operated for the benefit of a college or university that is
owned or operated by a governmental unit.

(. You are described in 509(a)(1) and 1 70(b)(1)(A)(ix) as an agricultural research organization directly engaged in the continuous
active conduct of agricultural research in conjunction with a college or university.

….. You are described in 509(a)(3) as an organization supporting either one or more organizations described in 509(a)(1) or 509(a)
(2) or a publicly supported section 501(c)(4), (5), or (6) organization. Complete Schedule D.

O You are described in 509(a)(4) as an organization organized and operated exclusively for testing for public safety.

C You are a publicly supported organization and would like the IRS to decide your correct classification.

C You are a private foundation.

la As a private foundation, section 508(e) requires special provisions in your organizing document in addition to those that apply
to all organizations described in section 501(c)(3). Check this box to confirm that your organizing document includes these m
provisions or you rely on state law.

State specifically where your organizing document meets this requirement, such as a reference to a particular article or section in your
organizing document (Page/Article/Paragraph) or state that you rely on state law.

1 b Do you or will you provide scholarships, fellowships, educational loans, or other educational grants to individuals, including O Yes 7 No

grants for travel, study, or other similar purposes?
If “Yes,” complete Schedule H – Section 11.

1 c Are you a private operating foundation? C Yes 0 No

To be a private operating foundation you must engage directly in the active conduct of charitable, religious, educational, and
similar activities, as opposed to indirectly carrying out these activities by providing grants to individuals or other
organizations.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 16

Part VII Foundation Classification (continued)

1 d Describe how you meet the requirements for private operating foundation status, including how you meet the income test and either the assets test,
the endowment test, or the support test. If you’ve been in existence for less than one year, describe how you are likely to satisfy the requirements for
private operating foundation status.

2 If you have been in existence more than 5 years, you must confirm your public support status. To confirm your qualification as a public charity
described in 509(a)(1) and 170(b)(1)(A)(vi) in existence for five or more tax years, you must have received one-third or more of your total support from
governmental agencies, contributions from the general public, and contributions or grants from other public charities; or 10% or more of your total
support from governmental agencies, contributions from the general public, and contributions or grants from other public charities and the facts and
circumstances indicate you are a publicly supported organization. Calculate whether you meet this support test for your most recent five-year period.

i. Did you receive contributions from any person, company, or organization whose gifts totaled more than the 2% amount C Yes O No
of line 8 in Part VI-A?

If “Yes,” identify each person, company, or organization by letter (A, B, C, etc.) and indicate the amount contributed by each. Keep a list
showing the name of and amount contributed by each of these donors for your records.

ii. Based on your calculations, did you receive at least one-third of your support from public sources or did you normally C Yes O No
receive at least 10 percent of your support from public sources and you have other characteristics of a publicly
supported organization?

2a If you have been in existence more than 5 years, you must confirm your public support status. To confirm your qualification as a public charity
described in 509(a)(2) in existence for five or more tax years, you must have normally received more than one-third of your support from
contributions, membership fees, and gross receipts from activities related to your exempt functions, or a combination of these sources, and not more
than one-third of your support from gross investment income and net unrelated business income. Calculate whether you meet this support test for
your most recent five-year period.

i. Did you receive amounts from any disqualified persons? C Yes 0 No

If “Yes,” identify each disqualified person by letter (A, B, C, etc.) and indicate the amount contributed by each. Keep a list
showing the name of and amount contributed by each of these donors for your records.

ii. Did you receive amounts from individuals or organizations other than disqualified persons that exceeded the greater of O Yes C No
$5,000 or 1 % of the amount on line 10 of Part VI-A Statement of Revenues and Expenses?

If “Yes,” identify each individual or organization by letter (A, B, C, etc.) and indicate the amount contributed by each. Keep a list
showing the name of and amount contributed by each of these donors for your records,

iii. Based on your calculations, did you normally receive more than one-third of your support from a combination of gifts, C Yes C No
grants, contributions, membership fees, and gross receipts (from permitted sources) from activities related to your
exempt functions and normally receive not more than one-third of your support from investment income and unrelated
business taxable income?

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name BREAKING CODE SILENCE EIN: 86-3319273 Page 17

Part Vlll Effective Date

In general, a determination letter recognizing exemption of an organization described in section 501(c)(3) is effective as of the date of formation of an
organization if: (1) its purposes and activities prior to the date of the determination letter have been consistent with the requirements for exemption; and
(2) it has filed an application for recognition of exemption within 27 months from the end of the month in which it was organized.

F Yes C No
1 Are you submitting this application within 27 months of the end of the month in which you were legally formed?

If “No,” complete Schedule E.

Part IX Annual Filing Requirements

If you fail to file a required information return or notice for three consecutive years, your exempt status will be automatically revoked.

1 Certain organizations are not required to file annual information returns or notices (Form 990, Form 990-EZ, or Form 990-N, O Yes (2 No

e-Postcard). If you are granted tax-exemption, are you claiming to be excused from filing Form 990, Form 990-EZ, or Form
990-N?

If “Yes,” are you claiming you are excepted from filing because you are:

0 A church or association of churches

O An integrated auxiliary (such as a men’s or women’s organization, religious school, mission society, or religious group)

A church-affiliated organization (other than a section 509(a)(3) organization) that is exclusively engaged in managing funds or
maintaining retirement programs and is described in Revenue Procedure 96-10,1996-1 C.B. 577

O A school below college level affiliated with a church or operated by a religious order

A mission society (other than a section 509(a)(3) supporting organization) sponsored by, or affiliated with, one or more
O churches or church denominations, if more than half of the society’s activities are conducted in, or directed at, persons in
foreign countries

An affiliate of a governmental unit that meets the requirements of Revenue Procedure 95-48,1995-2 C.B. 418 (other than a
section 509(a)(3) supporting organization)

0 Other (describe)

Part X Signature

® I declare under the penalties of perjury that I am authorized to sign this application on behalf of the above organization and that I have
examined this application, and to the best of my knowledge it is true, correct, and complete.

Vanessa Hughes DIRECTOR AND PRESIDENT/CEO

(Type name of signer) (Type title or authority of signer)

05/03/2021

(Date)

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 18

Upload checklist:

2 Organizing document (and any amendments)

® Bylaws, if adopted

® Form 2848, Power of Attorney and Declaration of Representative (if applicable)

U Form 8821, Tax Information Authorization (if applicable)

m supplemental responses (if applicable)

® Expedited handling request (if applicable)

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 19

Schedule A. Churches

1 Do you have a written creed, statement of faith, or summary of beliefs? If “Yes,” describe your written creed, statement of C Yes C No
faith, or summary of beliefs.

2 Do you have a literature of your own? If “Yes,” describe your literature. O Yes C No

3 Do you have a formal code of doctrine and discipline? If “Yes,” describe your code of doctrine and discipline. (- Yes O No

4 Describe your religious hierarchy or ecclesiastical government.

5 Are you part of a group of churches with similar beliefs and structures? If “Yes,” explain. O Yes O No

6 Do you have a form of worship? If “Yes,” describe your form of worship. O Yes O No

7 Do you have regularly scheduled religious services? If “Yes,” describe the nature of the services. C Yes O No

7a What is the average attendance at your regularly scheduled religious services?

8 Do you have an established place of worship? If”Yes,” describe your established place of worship or where you meet to hold O Yes C No
regularly scheduled religious services.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 20

Schedule A. Churches (continued)

9 Do you have an established congregation or other regular membership group? If “No,” continue to Line 10. O Yes O No

9a How many members do you have?

9b Do you have a process by which an individual becomes a member? If”Yes,” describe the process. O Yes O No

9c Do your members have voting rights, rights to participate in religious functions, or other rights? If “Yes,” describe the rights O Yes C No
your members have.

9d May your members be associated with another denomination or church? O Yes C No

9e Are all of your members part of the same family? O Yes O No

10 Do you conduct baptisms, weddings, funerals, or other religious rites? C Yes O No

11 Do you have a school for the religious instruction of the young? O Yes O No

12 Do you have ministers or religious leaders? If “Yes,” describe these roles and explain whether the ministers or religious C Yes C No
leaders are ordained, commissioned, or licensed after a prescribed course of study.

13 Do you have schools for the preparation of your ordained ministers or religious leaders? O Yes C No

14 Do you ordain, commission, or license ministers or religious leaders? If “Yes,” describe the requirements for ordination, O Yes C No
commission, or licensure.

O Yes C No
15 Do you have other information you believe should be considered regarding your status as a church? If”Yes,” explain.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 21

Schedule B. Schools, Colleges, and Universities

1 Do you normally have a regularly scheduled curriculum, a regular faculty of qualified teachers, a regularly enrolled student O Yes O No
body, and facilities where your educational activities are regularly carried on?

2 Is the primary function of your school the presentation of formal instruction? If “No,” continue to Line 3. C Yes C No

2a Select the best description(s) of your school:

U Elementary school

Il Secondary school

m Charter school

m College or university

El Technical school

Il Other school (describe)

3 Are you a public school because you are operated by a state or subdlvision of a state or operated wholly or predominantly C Yes C No

from government funds or property? If “Yes,” explain how you are operated by a state or subdivision of a state. Do not
complete the remainder of Schedule B.

4 Were you formed or substantially expanded at the time of public school desegregation in the school district or county in (- Yes O No
which you are located?

5 Has a state or federal administrative agency or judicial body ever determined that you are racially discriminatory? If “Yes,” C Yes O No
explain.

6 Has your right to receive financial aid or assistance from a governmental agency ever been revoked or suspended? If “Yes,” O Yes C No
explain.

Information Required by Revenue Procedure 75-50 as Modified by Revenue Procedure 2019-22

7 Have you adopted a racially nondiscriminatory policy as to students in your organizing document, bylaws, or by resolution of
O Yes C No
your governing body?

State where the policy is located or if adopted by resolution of your governing body.

8 Do your brochures, application forms, advertisements, and catalogues dealing with student admissions, programs, and
O Yes O No
scholarships contain a statement of your racially nondiscriminatory policy? If “Yes,” continue to Line 9.

8a
By checking this box, you agree that all future printed materials, including website content, will contain the required
nondiscriminatory policy statement.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 22

Schedule B. Schools, Colleges, and Universities (continuem

9 Have you made your racially nondiscriminatory policy known to all segments of the general community you serve by: a) O Yes C No
publishing a notice of your policy in a newspaper of general circulation that serves all racial segments of the community; b)
publicizing your policy over broadcast media in a way that is reasonably expected to be effective; or c) displaying a notice of
your policy at all times on your primary, publicly accessible internet home page in a manner reasonably expected to be
noticed by visitors to the homepage? If “Yes,” continue to Line 10,

9a

m By checking this box, you agree that you will publicize your nondiscriminatory policy in a way that meets the requirements of
L.J Revenue Procedure 75-50,1975-2 C.B. 587, as modified by Revenue Procedure 2019-22, I.R,B, 1260.

10 Do or will you (or any department or division of your organization) discriminate in any way on the basis of race with respect O Yes O No

to admissions, use of facilities or exercise of student privileges, faculty or administrative staff, or scholarship or loan
programs? If “Yes,” for any of the above, explain fully.

11 Complete the table below to show the racial composition for the current academic year and projected for the next academic year. If you are not
operational, submit an estimate based on the best information available (such as the racial composition of the community you serve).

For each racial category, enter the number of (a) students, (b) faculty, and (c) administrative staff. Provide actual numbers rather than percentages for
each racial category.

Racial Category (a) Student Body (b) Faculty (c) Administrative Staff
Current Year Next Year Current Year Next Year Current Year Next Year

Total

12 In the table below, enter the number and amount of loans and scholarships awarded to enrolled students by racial categories, Provide actual numbers
rather than percentages for each racial category.

U Check here ifyou willnot provide any loans or scholarships to students.

Racial Category Number of Loans Amount of Loans Number of Scholarships Amount of Scholarships
Current Year Next Year Current Year Next Year Current Year Next Year Current Year Next Year

Total

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 23

Schedule B. Schools, Colleges, and Universities (continued)

13 List your incorporators, founders, board members, and donors of land or buildings, whether individuals or organizations.

14 Do any of your incorporators, founders, board members, and donors of land or buildings, whether individuals or O Yes C No
organizations, have an objective to maintain segregated public or private school education? If “Yes,” explain.

15 Will you maintain records according to the nondiscrimination provisions contained in Revenue Procedure 75-50? If “No,” C Yes O No
explain.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 24

Schedule C. Hospitals and Medical Research Organizations

1 Are you a medical research organization (an organization whose principal purpose or function is medical research and which O Yes 0 No
is directly engaged in the continuous active conduct of medical research) operated in conjunction with a hospital? If “No,”
continue to Line 2.

la Name the hospitals with which you have a relationship and describe the relationship.

1 b List your assets showing their fair market value and the portion of your assets directly devoted to medical research.

Do not complete the remainder of Schedule C.

2 Are you applying for exemption as a cooperative hospital service organization described in section 501(e)? C Yes O No
If “Yes,” explain.

Do not complete the remainder of Schedule C.

3 Are all the doctors in the community eligible for staff privileges? If “No,” give the reasons why and explain how the medical C Yes O No
staff is selected.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 25

Schedule C. Hospitals and Medical Research Organizations (continued)

4 Do or will you provide medical services to all individuals in your community who can pay for themselves or are able to pay O Yes C No
through some form of insurance? If “No,” explain.

5 Do you or will you maintain a full-time emergency room? If “Yes,” continue to Line 6. C Yes O No

5a Are you a specialty hospital or would emergency services be duplicative based on your region or locality? C Yes C No

6 Do you provide free or below cost services? If “Yes,” describe your policy for determining when and to whom you provide C Yes C No
these services and how these services promote the organization’s benefit to the community.

7 Do you or will you carry on a formal program of medical training or medical research? If “Yes,” describe such programs, C Yes O No
including the type of programs offered, the scope of such programs, and affiliations with other hospitals or medical care
providers with which you carry on the medical training or research programs.

8 Do you or will you carry on a formal program of community education? If “Yes,” describe such programs, including the type O Yes C No
of programs offered, the scope of such programs, and affiliation with other hospitals or medical care providers with which
you offer community education programs.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 26

Schedule C. Hospitals and Medical Research Organizations (continuedj

9 Is your board of directors composed of a majority of individuals who are representative of the community you serve, or do O Yes O No
you operate under a parent organization whose board of directors is composed of a majority of individuals who are
representative of the community you serve? If”Yes,” continue to Line 10.

9a List each board member’s name and business, financial, or professional relationship with the hospital. Also, identify each board member who is
representative of the community and describe how that individual is a community representative. If you operate under a parent organization whose
board of directors is not composed of a majority of individuals who are representative of the community you serve, provide the requested
information for your parent’s board of directors as well.

10 Do you operate a facility which is required by a state to be licensed, registered, or similarly recognized as a hospital? If”No,” O Yes C No
do not complete the rest of Schedule C.

10a Do you conduct a community health needs assessment (CHNA) at least once every three years and adopt an implementation O Yes C No
strategy to meet the community health needs identified in the assessment as required by section 501(r)(3)? If “No,” explain.

1 Ob Do you have a written financial assistance policy (FAP) and a written policy relating to emergency medical care as required by O Yes C No
section 501(r)(4)? If “No,” explain.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 27

Schedule C. Hospitals and Medical Research Organizations (continued

10c Do you both (1) limit amounts charged for emergency or other medically necessary care provided to individuals eligible for O Yes O No
assistance under your FAP to not more than amounts generally billed to individuals who have insurance covering such care,
and (2) prohibit use of gross charges as required by section 501(r)(5)? If “No,” explain.

1Od Do you make reasonable efforts to determine whether an individual is FAP-eligible before engaging in extraordinary O Yes O No
collection actions as required by section 501(r)(6)? If “No,” explain.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01 -2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 28

Schedule D. Section 509(a)(3) Supporting Organizations

1 List the names, addresses, and EINs of the organizations you support.

2 Are all your supported organizations public charities under section 509(a)(1) or (2)? If “Yes,” continue to Line 3. C Yes O No

2a Are your supported organizations tax exempt under section 501(c)(4), 501(c)(5), or 501(c)(6) and do your supported C Yes C No
organizations meet the public support test under section 509(a)(2)? If “No,” explain how each organization you support is a
public charity under section 509(a)(1) or 509(a)(2).

3 Which of the following describes your relationship with your supported organization(s)?

C Amajority of your governing board or officers are elected or appointed by your supported organization(s). (Type I supporting organization)

(. Your control or management is vested in the same persons who control or manage your supported organization(s). (Type 11 supporting
organization)

One or more of your officers, directors, or trustees are elected or appointed by the officers, directors, trustees, or membership of your
<. supported organization(s), or one or more of your officers, directors, trustees, or other important office holders, are also members of the
governing body of your supported organization(s), or your officers, directors, or trustees maintain a close and continuous working relationship
with the officers, directors, or trustees of your supported organization(s). (Type 111 supporting organization)

4 Describe how your governing board and officers are selected. If you are a Type 111 organization, also describe how your officers, directors, or trustees
maintain a close and continuous working relationship with the officers, directors, or trustees of your supported organization(s).

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 29

Schedule D. Section 509(a)(3) Supporting Organizations (continued)

5 Do any persons who are disqualified persons (except individuals who are disqualified persons only because they are O Yes C No
foundation managers) with respect to you or persons who have a family or business relationship with any disqualified
persons appoint any of your foundation managers? If “Yes,” (1) describe the process by which disqualified persons appoint
any of your foundation managers, (2) provide the names of these disqualified persons and the foundation managers they
appoint, and (3) explain how control is vested over your operations (including assets and activities) by persons other than
disqualified persons.

6 Do any persons who are disqualified persons (except individuals who are disqualified persons only because they are O Yes C No
foundation managers) have any influence regarding your operations, including your assets or activities? If “Yes,” (1) provide
the names of these disqualified persons, (2) explain how influence is exerted over your operations (including assets and
activities), and (3) explain how control is vested over your operations (including assets and activities) by individuals other
than disqualified persons.

7 Does your organizing document specify your supported organization(s) by name? O Yes 0 No
If “Yes” and you selected Type I above, continue to Line 8.
If “Yes,” and you selected Type 11, do not complete the rest of Schedule D.
If “No” and you selected Type 111 above, amend your organizing document to specify your supported organization(s) by name
or you will not meet the organizational test and need to reconsider your requested public charity classification: then
continue to Line 8.

7a Does your organizing document name a similar purpose or charitable class of beneficiaries as to your supported
(+ Yes C No
organization(s)? If “No,” amend your organizing document to specify your supported organization(s) by name, purpose, or
class or you will not meet the organizational test and need to reconsider your requested public charity classification.

If you selected Type 11 above, do not complete the rest of Schedule D.

8 Do you or will you receive contributions from any person who alone, or combined with family members or an entity at least O Yes O No
35% controlled by that person, controls any of your supported organizations, or will you receive contributions from any
family member of, or an entity at least 35% controlled by, any person who controls any of your supported organizations? If
“Yes,” explain.

If you selected Type I above, do not complete the rest of Schedule D.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name BREAKING CODE SILENCE EIN: 86-3319273 Page 30

Schedule D. Section 509(a)(3) Supporting Organizations (continued)

9 Do the officers, directors, or trustees of your supported organization have a significant voice in your investment policies, the C Yes C No
timing and making of grants, the selection of grant recipients, and in otherwise directing the use of your income or assets? If
“Yes,” explain.

10 In each taxable year, do you or will you provide each of your supported organizations with (a) a written notice addressed to C Yes C No
a principal officer of the supported organization describing the type and amount of all of the support you provided to the
supported organization during the immediately preceding taxable year, (b) a copy of your most recently filed Form 990-
series return or notice, and (c) a copy of your governing documents? If’No,’ explain.

11 Do you exercise a substantial degree of direction over the policies, programs, and activities of your supported organization(s) O Yes C No
and appoint or elect (directly or indirectly) a majority of the officers, directors, or trustees of your supported organization(s)?
If “Yes,” explain.

12 Do substantially all of your activities directly further the exempt purposes of one or more supported organizations to which O Yes C No
you are responsive by performing the functions of, or carrying out the purposes of, such supported organization(s) and but
for your involvement would normally be engaged in by such supported organization(s). If “Yes,” explain and do not complete
the rest of Schedule D.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 31

Schedule D. Section 509(a)(3) Supporting Organizations (continued)

13 Do you distribute at least 85% of your annual net income or 3.5% of the aggregate fair market value of all of your non- C Yes 0 No
exempt-use assets (whichever is greater) to your supported organization(s)? If “No,” explain.

13a How much do you contribute annually to each supported organization?

13b What is the total annual revenue of each supported organization?

13c Do you or the supported organization(s) earmark your funds for support of a particular program or activity? If “Yes,” explain. C Yes O No

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01 -2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 32

Schedule E. Effective Date

1 Are you applying for reinstatement of exemption after being automatically revoked for failure to file required returns or C Yes C No
notices for three consecutive years? If “No,” continue to Line 2.

la Revenue Procedure 2014-11, 2014-1 C.B. 411, provides procedures for reinstating your tax-exempt status. Select the section of Revenue Procedure
2014-11 under which you want us to consider your reinstatement request.

Section 4. You are seeking retroactive reinstatement under section 4 of Revenue Procedure 2014-11. By selecting this line, you attest that you
O meet the specified requirements of section 4, that your failure to file was not intentional, and that you have put in place procedures to file
required returns or notices in the future. Do not complete the rest of Schedule E.

Section 5. You are seeking retroactive reinstatement under section 5 of Revenue Procedure 2014-11. By selecting this line, you attest that you
O meet the specified requirements of section 5, that you have filed required annual returns, that your failure to file was not intentional, and that
you have put in place procedures to file required returns or notices in the future.

Describe how you exercised ordinary business care and prudence in determining and attempting to comply with your filing requirements in at
least one of the three years of revocation and the steps you have taken or will take to avoid or mitigate future failures to file timely returns or
notices. Do not complete the rest of Schedule E.

Section 6. You are seeking retroactive reinstatement under section 6 of Revenue Procedure 2014-11. By selecting this line, you attest that you
0 meet the specified requirements of section 6, that you have filed required annual returns, that your failure to file was not intentional, and that
you have put in place procedures to file required returns or notices in the future.

Describe how you exercised ordinary business care and prudence in determining and attempting to comply with your filing requirements in
each of the three years of revocation and the steps you have taken or will take to avoid or mitigate future failures to file timely returns or
notices. Do not complete the rest of Schedule E.

/ Section 7. You are seeking reinstatement under section 7 of Revenue Procedure 2014-11, effective the date you are filling this application. Do
not complete the rest of Schedule E.

2 Generally, if you did not file Form 1023 within 27 months of formation, the effective date of your exempt status will be the date you filed Form 1023
(submission date). Requests for an earlier effective date may be granted when there is evidence to establish you acted reasonably and in good faith
and the grant of relief will not prejudice the interests of the government.

C Checkthis boxifyou accept the submission date as the effective date of your exempt status. Do not complete the rest of Schedule E.

C Checkthis boxifyou are requesting an earlier effective date than the submission date.

2a Explain why you did not file Form 1023 within 27 months of formation, how you acted reasonably and in good faith, and how granting an earlier
effective date will not prejudice the interests of the Government.

You may want to include the events that led to the failure to timely file Form 1023 and to the discovery of the failure, any reliance on the advice of a
qualified tax professional and a description of the engagement and responsibilities of the professional as well as the extent to which you relied on
the professional, a comparison of (1) what your aggregate tax liability would be if you had filed this application within the 27-month period with (2)
what your aggregate liability would be if you were exempt as of your formation date, or any other information you believe will support your request
for relief.

Form 1023 (Rev. 01-2020)
d

Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 33

Schedule F. Low-Income Housing

1 Describe each facility including the type of facility, whether you own or lease the facility, how many residents it can accommodate, the current
number of residents, and whether the residents purchase or rent housing from you.

2 Describe who qualifies for your housing in terms of income levels or other criteria and explain how you select residents.

3 Do you meet the safe harbor requirements outlined in Revenue Procedure 96-32,1996-1 C.B. 717, which provides guidelines O Yes O No
for providing low-income housing that will be treated as charitable, including for each project that (a) at least 75 percent of
the units are occupied by residents that qualify as low-income and (b) either at least 20 percent of the units are occupied by
residents that also meet the very low-income limit for the area or 40 percent of the units are occupied by residents that also
do not exceed 120 percent of the area’s very low-income limit, and less than 25 percent of the units are provided at market
rates to persons who have incomes in excess of the low-income limit?

4 Is your housing affordable to low-income residents? If “Yes,” describe how your housing is made affordable to low-income O Yes O No
residents.

5 Do you impose any restrictions to make sure that your housing remains affordable to low-income residents? If “Yes,” describe O Yes r No
these restrictions.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 34

Schedule F. Low-Income Housing (continued)

6 In addition to rent or mortgage payments, do residents pay periodic fees or maintenance charges? If “Yes,” describe what C Yes O No

these charges cover and how they are determined.

7 Do you provide social services to residents? If “Yes,” describe these services. C Yes C No

8 Do you participate in any government housing programs? If “Yes,” describe these programs. C Yes C No

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 35

Schedule G. Successors to Other Organizations

1 List the name, last address, and EIN of your predecessor organization and describe its activities.

2 List the owners, partners, principal stockholders, officers, and governing board members of your predecessor organization. Include their names,
addresses, and share/interest in the predecessor organization (if for-profit).

3 Are you a successor to a for-profit organization? If”Yes,” explain your relationship with the predecessor organization that O Yes O No
resulted in your creation and explain why you took over the activities or assets of a for-profit organization or converted from
for-profit to nonprofit status; continue to Line 4.

3a Explain your relationship with the other organization that resulted in your creation and why you took over the activities or assets of another
organization.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 36

Schedule G. Successors to Other Organizations (continued)

4 Do or will you maintain a working relationship with any of the persons listed in question 2 or with any for-profit organization C Yes O No
in which these persons own more than a 35% interest? If”Yes,” describe the relationship.

5 Were any assets transferred, whether by gift or sale, from the predecessor organization to you? If”Yes,” provide a list of C Yes C No
assets, indicate the value of each asset, explain how the value was determined, and attach an appraisal, if available. For each
asset listed, also explain if the transfer was by gift, sale, or combination thereof and describe any restrictions that were placed
on the use or sale of the assets.

6 Were any debts or liabilities transferred from the predecessor for-profit organization to you? If”Yes,” provide a list of the O Yes O No
debts or liabilities that were transferred to you, indicating the amount of each, how the amount was determined, and the
name of the person to whom the debt or liability is owed.

7 Will you lease or rent any property or equipment to or from the predecessor organization or any persons listed in Line 2 or a O Yes r No
for-profit organization in which these persons own more than a 35% interest? If “Yes,” describe the arrangement(s) including
how the lease or rental value was determined.

Form 1023 (Rev. 012020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 37

Schedule H. Organizations Providing Scholarships, Fellowships, Educational Loans, or Other Educational Grants to Individuals and Private
Foundations Requesting Advance Approval of Individual Grant Procedures

Section I Public charities and private foundations complete lines 1 through 8 of this section.

1 Describe the types of educational grants you provide to individuals, such as scholarships, fellowships, loans, etc., including the purpose, number and
amount(s) of grants, how the program is publicized, and if you award educational loans, the terms of the loans.

2 Do you maintain case histories showing recipients of your scholarships, fellowships, educational loans, or other educational C Yes C No
grants, including names, addresses, purposes of awards, amount of each grant, manner of selection, and relationship (if any)
to officers, trustees, or donors of funds to you? If “No,” explain.

3 Describe the specific criteria you use to determine who is eligible for your program (for example, eligibility selection criteria could consist of
graduating high school students from a particular high school who will attend college, writers of scholarly works about American history, etc.).

4 Describe the specific criteria you use to select recipients (for example, specific selection criteria could consist of prior academic performance, financial
need, etc.).

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 38

Schedule H. Organizations Providing Scholarships, Fellowships, Educational Loans, or Other Educational Grants to Individuals and Private
Foundations Requesting Advance Approval of Individual Grant Procedures (continued)

5 Describe any requirement or condition you impose on recipients to obtain, maintain, or qualify for renewal of a grant (for example, specific
requirements or conditions could consist of attendance at a four-year college, maintaining a certain grade point average, teaching in public school
after graduation from college, etc.).

6 Describe your procedures for supervising the scholarships, fellowships, educational loans, or other educational grants. Explain whether you obtain
reports and grade transcripts from recipients, or you pay grants directly to a school under an arrangement whereby the school will apply the grant
funds only for enrolled students who are in good standing. Also, describe your procedures for taking action if the terms of the award are violated.

7 How do you determine who is on the selection committee for the awards made under your program?

8 Are relatives of members of the selection committee, or of your officers, directors, or substantial contributors eligible for
O Yes C No
awards made under your program? If”Yes,” what measures do you take to ensure unbiased selections?

Do not complete the rest of Schedule H. If you are a private foundation, you will be directed to complete Section 11 of
Schedule H later in the application.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 39

Schedule H. Organizations Providing Scholarships, Fellowships, Educational Loans, or Other Educational Grants to Individuals and Private
Foundations Requesting Advance Approval of Individual Grant Procedures (continued)

Section 11
Private foundations complete lines 1 through 7 of this section. Public charities do not complete this section.

1 As a private foundation, do you want this application to be considered as a request for advance approval of grant making
procedures?
O Yes C No

If “No,” do not complete the rest of Schedule H.

la Check the box(es) indicating under which section(s) you want your grant making procedures to be considered.

4945(g)(1) – Scholarship or fellowship grant to an individual for study at an educational institution

4945(g)(3)-Other grants, including loans, to an individual for travel, study, or other similar purposes, to enhance a particular skill of the
grantee or to produce a specific product

2 Do you represent that you will (1) arrange to receive and review grantee reports annually and upon completion of the
C Yes C No
purpose for which the grant was awarded, (2) investigate diversions of funds from their intended purposes, and (3) take all
reasonable and appropriate steps to recover diverted funds, ensure other grant funds held by a grantee are used for their
intended purposes, and withhold further payments to grantees until you obtain grantees’ assurances that future diversions
will not occur and that grantees will take extraordinary precautions to prevent future diversions from occurring?

3 Do you represent that you will maintain all records relating to individual grants, including information obtained to evaluate C Yes O No
grantees, identify whether a grantee is a disqualified person, establish the amount and purpose of each grant, and establish
that you undertook the supervision and investigation of grants described in Line 2?

4 Do you or will you award scholarships, fellowships, and educational loans to attend an educational institution based on the O Yes C No
status of an individual being an employee of a particular employer?

If “No,” do not complete the rest of Schedule H.

5 Will you comply with the seven conditions and either the percentage tests or facts and circumstances test for scholarships, O Yes O No
fellowships, and educational loans to attend an educational institution as set forth in Revenue Procedures 76-47,1976-2 C.B.
670, and 80-39,1980-2 C.B. 772, which apply to inducement, selection committee, eligibility requirements, objective basis of
selection, employment, course of study, and other objectives?

6 Do you or will you provide scholarships, fellowships, or educational loans to attend an educational institution to employees O Yes O No
of a particular employer? If “No,” continue to Line 7.

6a Will you award grants to 10% or fewer of the eligible applicants who were actually considered by the selection committee in C Yes O No
selecting recipients of grants in that year as provided by Revenue Procedures 76-47 and 80-39?

7 Do you provide scholarships, fellowships, or educational loans to attend an educational institution to children of employees O Yes C No
of a particular employer?

If “No,” do not complete the rest of Schedule H.

7a Will you award grants to 25% or fewer of the eligible applicants who were actually considered by the selection committee in C Yes C No
selecting recipients of grants in that year as provided by Revenue Procedures 76-47 and 80-39?

If “Yes,” do not complete the rest of Schedule H.

Form 1023 (Rev. 01-2020)
Form 1023 (Rev. 01-2020) Name: BREAKING CODE SILENCE EIN: 86-3319273 Page 40

Schedule H. Organizations Providing Scholarships, Fellowships, Educational Loans, or Other Educational Grants to Individuals and Private
Foundations Requesting Advance Approval of Individual Grant Procedures (continued)

7b Will you award grants to 10% or fewer of the number of employees’ children who can be shown to be eligible for grants O Yes 0 No
(whether or not they submitted an application) in that year, as provided by Revenue Procedures 76-47 and 80-39? If “Yes,”
describe how you will determine who can be shown to be eligible for grants without submitting an application, such as by
obtaining written statements or other information about the expectations of employees’ children to attend an educational
institution; do not complete the rest of Schedule H.

7c Will you award grants based on facts and circumstances that demonstrate that the grants will not be considered
C Yes O No
compensation for past, present, or future services or otherwise provide a significant benefit to the particular employer? If
“Yes,” describe the facts and circumstances you believe will demonstrate that the grants are neither compensatory nor a
significant benefit to the particular employer. In your explanation, describe why you cannot satisfy either the 25% test or the
10% test in questions 7a and 7b.

Form 1023 (Rev. 01-2020)
ATTACHMENTS TO FORM 1023

Breaking Code Silence
EIN 86-3319273

Attachment 1:

Form 1023 Signature
Form 1023 (Rev. 01-2020) Narni: BREAKING CODE SILENCE EIN: 86-3319273 Page 17

palt Vill Effictive Date

In general, a determination letter recognizing exemption of an organization described in section 501(4(3) is effective as of the date offormation of an
organization if: (1) its purposes and activities prior to the date of the determination letter have been consistent with the requirements for exemption; and
(2) it has filed an application forrecognition ofexemption within 27 months from the end ofthe month in which it was organized.

1 Areyou submitting this application within 27 months of theend of the month in which you were legally formed? 0 Yes C No

If’No,0 complete Schedule E

Part IX Annual FIUng Roquirements

If you fall 00 file a required *,formation return or notice forth- consecutive years.your,xemptstatus wil be mitomatkally revoked.

1 Certain organizations are not required to file annual information returns or notices (Form 990. Form 990-EL or Form 990-N, C Yes (2 No

e-Postcard).If you aregranted tax-exemption, are you claiming to beexcused from filing Form 990, Form 990-EL or Form
990-N?

If *Yes.’ are you claiming you are excepted from ling because you are:

0 A church or assodation of churches

C An integrated auxiliary (such as a men’s or women’s organization. religious school. mission society. or religious group)

– Achurch-affiliated organization (otherthan a section 509(a)(3) organization) that is exclusively engaged in managing funds or
maintaining retirement programs and is described in Revenue Procedure 96-10,1996-1 C.8.577

C Aschool below college level affiliated with a church or operated by a religious order

A mission sodety (other than a section 509(aX3) supporting organization) sponsored by, oraffiliated with, one or more
0 churches orchurch denominations, W more than half ofthe society’sactivities areconducted in. or directed at persons in
foreign countries

An affiliate ofa governmental unit that meets the requirements of Revenue Procedure 95-48, 1995-2 CB. 418 (other than a
section 509(a)(3) supporting organization)

C Other (describe)

AA
11 1
Patti
-4. k –
¤ I declare undhe penalties of perjury that l am authorized to sign thisapplication on behalfofthe above organization and that I have
la examined this application, and to the best of my knowledge it ks true, correct, and complete.

Vanessa Hughes DIRECTOR AND PRESIDENT/CEO

(Type name of signer) (Type title or authority of signer)

04/30/2021

(Date)

Form 1023 (Rev. 01-2020)
ATTACHMENTS TO FORM 1023

Breaking Code Silence
EIN 86-3319273

Attachment 3:

Request for Expedited
Processing
BREAKING CODE SILENCE
April 30, 2021

VIA FEDEX AND FACSIMILE: (855) 204-6184

Internal Revenue Service

P.O. Box 2508

Room 6403

Cincinnati, OH 45201

Re: Request for Expedited Review
Breaking Code Silence (EIN 86-3319273)

Dear Internal Revenue Service:

Breaking Code Silence is a newly created California nonprofit public benefit
corporation that was formed by survivors of institutional child abuse and activists to raise
awareness about problems in the “trouble teen industry”, and the need for reform to
prevent cruelty and abuse of children. Breaking Code Silence filed its Application for
Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code (Form 1023)
on April 30, 2021. Paris Hilton has offered a $15,000 donation, and the Hilton Foundation is
considering a separate donation of $500,000, to Breaking Code Silence but they will not
process these donations until we have our tax-exempt status. Attached is a letter from Paris
Hilton confirming her donation and the deadline for obtaining our exempt status. These
funds are critical for Breaking Code Silence to start its important charitable activities
immediately. Without the grant, Breaking Code Silence will be forced to spend its beginning
years fundraising, detrimentally affecting our ability to help address ongoing child abuse. We
therefore request that the IRS process the Form 1023 for Breaking Code Silence on an
expedited basis. The compelling circumstances warranting expedited processing are
explained below.

As you may know, Paris Hilton recently disclosed some of the cruelty and abuse she
suffered at a school for troubled teens. Her story has increased public awareness regarding
the systemic cruelty and abuse in the “trouble teen industry” and has created a platform for
Breaking Code Silence to continue raising awareness and seeking reform to prevent these
problems from continuing. Paris Hilton has offered a $15,000 donation, and the Hilton
Foundation is considering a separate donation of $500,000, to Breaking Code Silence so we
can start our important work immediately. However, we must provide Ms. Hilton and the
Hilton Foundation with documentation of ourtax exemption under Internal Revenue Code
Section 501(c)(3) on or before July 31, 2021, otherwise Ms. Hilton and the Hilton Foundation
may permanently redirect the grants to another organization.

This is our opportunity for Breaking Code Silence to launch its charitable activities
immediately. Without these grants, we expect that Breaking Code Silence will be unable to
provide essential peer support skills, case management services, research efforts, or abuse
reporting support for survivors of institutionalized abuse. Furthermore, for each passing day
that Breaking Code Silence is not able to start its activities, children will endure cruelty and
suffer from abuse, and their conditions will worsen. Consequently, it is imperative that
Breaking Code Silence receive its tax-exempt determination from the IRS as quickly as
possible in order to receive these grants so its activities may be swiftly implemented to
prevent the cruelty and abuse towards children.

Based on the compelling reasons described above, Breaking Code Silence respectfully
requests the IRS to expedite the review of its Form 1023 exemption application. If you have
any questions or need additional information, please do not hesitate to contact me.

Thankyou for your consideration.

Sincerely,

Vanessa Hughes, PhDc, MA, MFT, MAT, MAICS, SEP
President

Breaking Code Silence

Attachment: Grant Announcement from Paris Hilton
PAR[S
April 29, 2021
Vanessa Hughes, President
Breaking Code Silence
PO Box 91896

Pasadena, CA 91109
Re: Grant to Breaking Code Silence

Dear Ms. Hughes:

Congratulations! I am pleased to announce that Paris Hilton has decided to grant
$15,000 to Breaking Code Silence, a California nonprofit public benefit corporation registered
with the California Secretary of State on March 22, 2021, Entity No. C4721336, in support of
your mission to raise awareness about problems in the “troubled teen industry”, and to
educate, advocate and support research endeavors for youth and survivors of residential
facilities. Paris Hilton is a successful entrepreneur and multi-business owner. She benevolently
supports nonprofits working to improve the lives of individuals living in poverty and
experiencing disadvantage throughout the world. Paris, as a survivor and advocate, has a
unique understanding and recognize the importance of Breaking Code Silence’s mission. We are
pleased to support your organization.

Representatives from Paris’s team will contact you regarding the grant, and information
for communicating about your grant is available at through Rebecca Mellinger, The Social
Impact Coordinator for the documentary, This Is Paris. As a condition to receive these funds,
Breaking Code Silence must provide its determination of tax-exempt status pursuant to Internal
Revenue Code Section 501(c)(3) no later than 11111,;11.1021. We understand that Breaking Code
Silence is newly formed as a nonprofit organization, therefore we wanted to provide you with
advanced notice of this condition so you will be able to request a determination from the
Internal Revenue Service as soon as possible. If you are unable to provide your exemption
determination letter by this date, Paris Hilton may permanently redirect these funds to another
organization.

Sincerely,

— – n,n _ n A

/ l.0’d L
Rebecca Mellinger
on behalf of Paris Hilton
ATTACHMENTS TO FORM 1023

Breaking Code Silence
EIN 86-3319273

Attachment 4:

Articles of Incorporation
FILED
ARTICLES OF INCORPORATION Secretary of State
State of California
OF 4721336

Filing Number
Breaking Code Silence
03/22/2021

Filing Date

I.

The name of the corporation shall be Breaking Code Silence

II.

The place in this state where the pfincipal office of the Corporation is to be located is
272 N Mar Vista Ave, Pasadena, California 91106.

III.

Said corporation is organized exclusively for charitable purposes, including for such purposes,
the making of distributions to organizations that qualify as exempt organizations under section
501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax
code.

This corporation is a nonprofit PUBLIC BENEFIT CORPORATION and is not organized
for the private gain of any person. It is organized under the Nonprofit Public Benefit
Corporation Law for public and chatitable purposes.

The specific purpose of this corporation is to
educate, advocate and support research endeavors for youth and survivors of residential facilities

The name and address in the State of California of this corporation’s initial agent for service of
process is:

LegalZoom.com, Inc.
4721336
V.

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable
to its members, trustees, officers, or other private persons, except that the corporation shall be
authorized and empowered to pay reasonable compensation for services rendered and to rnake
payments and distributions in furtherance of the purposes set forth in Article III hereof. No
substantial part of the activities of the corporation shall be the carrying on of propaganda, or
otherwise attempting to influence legislation, and the corporation shall not participate in, or
intervene in (including the publishing or distribution of statements) any political campaign on
behalf of or in opposition to any candidate for public office. Notwithstanding any other
provisions of these articles, the corporation shall not carry on any other activities not
permitted to be carried on (a) by a corporation except from federal income tax under section
501(c)(3) of the Internal Revenue Code, or the corresponding section of future federal tax
code, or (b) by a corporation,(2) of the Internal Revenue Code, or the corresponding section
of any future federal tax code.

VI.

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt
purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future tax code, or shall be distributed to the federal
government, or to a state or local government, for a public purpose. Any such assets not so
disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which
the principal office of the corporation is then located, exclusively for such purposes or to such
organization or organizations, as said Court shall determine, which are organized and operated
exclusively for such purposes.

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of
Incorporation on the date below.

1)ate: 03/22/2021

LegaIZoom.com, Inc., Incorporator

00%
By: Cheyenne Moseley, Assistant Secretary
ATTACHMENTS TO FORM 1023

Breaking Code Silence
EIN 86-3319273

Attachment 5:

Bylaws
BYLAWS

OF
BREAKING CODE SILENCE

(A California Nonprofit Public Benefit Corporation)

ARTICLE I. NAME

Section 1.01 Corporate Name. The name of this corporation is Breaking Code Silence
(hereinafter the “corporation”).

ARTICLE 11. OFFICES

Section 2.01 Principal Office. The corporation’s principal office is located at 272 N. Mar
Vista Ave., Pasadena, CA 91106. The Board of Directors (“Board”) may change the principal
office from one location to another within the State of California.

Section 2.02 Other Offices. The Board may at any time establish branch or subordinate
offices at any place or places where this corporation is qualified to conduct its activities.

ARTICLE 111. PURPOSES

Section 3.01 Description in Articles. The corporation’s general and specific purposes
are described in its Articles of Incorporation.

ARTICLE IV. DEDICATION OF ASSETS

Section 4.01 Dedication of Assets. This corporation’s assets are irrevocably dedicated
to charitable purposes. No part of the net earnings, properties, or assets of the corporation, on
dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any
Directororofficer of the corporation. Upon dissolution of the corporation, all properties and assets
remaining after payment, or provision for payment, of all debts and liabilities of the corporation
shall be distributed as set forth in its Articles of Incorporation.

ARTICLE V. NO MEMBERS

Section 5.01 No Members. The corporation shall have no members within the meaning
of Section 5056 of the California Nonprofit Public Benefit Corporation Law.

Section 5.02 Authority Vested in the Board. All rights that would otherwise vest under
the Nonprofit Public Benefit Corporation Law in the members shall vest in the Board. Actions that
otherwise require approval by a majority of all members, or approval by the members, shall only
require Board approval.

Section 5.03 Associates. The corporation may use the term “members” to refer to
persons associated with it, but such persons shall not be corporate members within the meaning
of Section 5056 of the California Nonprofit Public Benefit Corporation Law.

ARTICLE VI. BOARD OF DIRECTORS

Section 6.01 General Powers. Subject to the provisions and limitations of the California
Nonprofit Public Benefit Corporation Law and any other applicable laws, and any limitations of

Page 1 of 11
the Articles of Incorporation or these Bylaws, the corporation’s activities and affairs shall be
conducted, and all corporate powers shall be exercised, by or under the direction of the Board.
The Board may delegate the management of the corporation’s activities to any person(s),
management company, or committees, however composed, provided that the corporation’s
activities and affairs shall be managed and all corporate powers shall be exercised under the
ultimate direction of the Board.

Section 6.02 Specific Powers. Without prejudice to such general powers, but subject to
the same limitations, the Board shall have the following powers:

(a) To approve personnel policies and monitor their implementation; to select
and remove certain officers, agents, and employees of the corporation, and to prescribe such
powers and duties for them as are compatible with law, the Articles of Incorporation, or these
Bylaws; to fix their compensation (as provided herein, members of the Board are not
compensated for service on the Board);

(b) To conduct, manage, and control the affairs and activities of the corporation
and to make such rules and regulations therefor which are not inconsistent with law, the
corporation’s Articles of Incorporation, or these Bylaws;

(c) To change the principal office or the principal business office in California
from one location to another; cause the corporation to be qualified to conduct its activities in any
other state, territory, dependency, or country; and conduct its activities in or outside California;

(d) To borrow money and incur indebtedness for the corporation’s purposes,
and to cause to be executed and delivered therefore, in the corporate name, promissory notes,
bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of
debt and security therefore;

(e) To carry on a business and apply any revenues in excess of expenses that
result from the business activity to any activity that it may lawfully engage in;

(f) To acquire by purchase, exchange, lease, gift, devise, bequest, or
otherwise, and to hold, improve, lease, sublease, mortgage, transfer in trust, encumber, convey,
or otherwise dispose of real and personal property;

(g) To act as trustee under any trust incidental to the principal object of the
corporation, and to receive, hold, administer, exchange, and expend funds and property subject
to such trust; and

(h) To enter into any contracts or other instruments, and do any and all other
things incidental to or expedient for attainment of the corporation’s purposes.

Section 6.03 Number and Election of Directors.

(a) The Board shall consist of a minimum of three (3) and no more than fifteen
(15) Directors, with the actual number to be determined from time to time by a resolution of the
Board. The initial Board shall be comprised of the three (3) Directors appointed by the
Incorporator. With the exception of the initial Board, Directors shall be elected by the vote of a
majority of Directors then in office.

Page 2 of 11

.
(b) All Directors shall have full voting rights.

(c) The qualifications for Directors are generally the ability to attend board
meetings, a willingness to actively support and promote the corporation, and a dedication to its
mission and charitable endeavors.

Section 6.04 Terms of Office. Each Director shall hold office for a three (3) year term,
and until a successor has been elected by the Board; provided, however, the terms of the initial
Board may be staggered as determined by the Incorporator. There shall be no limitation on the
number of consecutive terms to which a Director may be reelected.

Section 6.05 Vacancies. A vacancy on the Board shall be deemed to exist if a Director
dies, resigns, is removed, or if the authorized number of Directors is increased. The Board may
declare vacant the office of a Director who has been declared of unsound mind by a final order of
court, convicted of a felony, or found by a final order or judgment of any court to have breached
any duty arising under Article 3 of Chapter 2 of the California Nonprofit Public Benefit Corporation
Law. Vacancies on the Board shall be filled by the vote of a majority of Directors then in office.
Each Director so elected shall hold office until the expiration of the term of the replaced Director
and until a successor has been duly elected by the Board.

Section 6.06 Removal. A Director may be removed, with or without cause, by a vote of
the majority of the Directors of the entire Board at a special meeting called for that purpose, or at
a regular meeting, provided that notice of such meeting complies with Section 6.10 or Section
6.11 as applicable. Any vacancy caused by the removal of a Director shall be filled as provided
in Section 6.05.

Section 6.07 Resignation. Subject to the provisions of Section 5226 of the California
Nonprofit Public Benefit Corporation Law, any Director may resign effective upon giving written
notice to the Chief Executive Officer, the Chairperson of the Board, the Secretary, or the Board
as a whole, unless the notice specifies a future time for the effectiveness of such resignation. If
the resignation is effective at a future time, a successor may be elected before then to take office
when the resignation becomes effective. No Director may resign when the corporation would
then be left without at least one (1) Director in charge of its affairs.

Section 6.08 Place of Meetings. Meetings of the Board may be held at the corporation’s
principal office, or at any other place within or without the State of California that has been
designated in the notice of the meeting, or if there is no notice, at such place as has been
designated from time to time by resolution of the Board.

Section 6.09 Annual Meetings. The Board shall meet annually for the purpose of
organization, election of officers, approving the regular meeting schedule, and the transaction of
such other business as may properly be brought before the meeting.

Section 6.10 Regular Meetings. Regular meetings of the Board, including the annual
meetings, shall be held without call or notice at such times and places as may from time to time
be fixed by the Board.

Section 6.11 Special Meetings. Special meetings of the Board for any purpose may be
called at any time by the corporation’s Chief Executive Officer, Secretary, or any two Directors.
Notice of the time and place of special meetings shall be delivered to each Director personally or
by telephone or email, and shall be provided at least twenty-four (24) hours prior to the meeting.

Page 3 of 11
The notice shall contain a brief general description of each item of business to be transacted or
discussed at the meeting.

Section 6.12 Quorum. A maioritv of the actual number of Directors then in office shall
constitute a quorum. Every action taken or decision made by a maioritv of the Directors present
at a meeting duly held at which a quorum is present is an act of the Board, subiect to the more
stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without
limitation, those provisions relating to (al approval of contracts or transactions in which a Director
has a direct or indirect material financial interest, (b) approval of certain transactions between
corporations having common directors, (c) creation of and appointments to committees of the
Board, and (d) indemnification of Directors. A meeting at which a quorum is initially present may
continue to transact business, notwithstanding the withdrawal of Directors, but no action can be
taken unless and until a quorum is restored. Directors mav not vote bv proxy. Participation by
Teleconference or Videoconference: Electronic Meetings. Directors may participate in a meeting
of the Board through the use of conference telephone, electronic video communication, or other
similar electronic communications or electronic transmission, so long as the following apply:

(a) All Directors participating in the meeting can communicate with each other
concurrently; and,

(b) Each Director is provided with the means of participating in all matters
before the Board, including the capacity to propose, or to interpose an objection to, a specific
action to be taken by the corporation.

Section 6.14 Waiver of Notice. Notice of a meeting need not be given to any Director
who signs a waiver of notice or a written consent to holding the meeting or an approval of the
minutes thereof, whether before or after the meeting, or who attends the meeting without
protesting the lack of notice to such Director prior thereto or at its commencement. All such
waivers, consents, and approvals shall be filed with the corporate records or made a part of the
minutes of the meetings.

Section 6.15 Adiournment. A majority of the Directors present, whether or not a quorum
is present, may adjourn any Board meeting to another time and place. If the meeting is adjourned
for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be
given prior to the time of the adjourned meeting to the Directors who were not present at the time
of the adjoumment.

Section 6.16 Action Without Meeting. Any action required or permitted to be taken by
the Board may be taken without a meeting if all Directors shall individually or collectively consent
in writing to such action. Such consent(s) shall have the same effect as a unanimous vote of the
Board and shall be filed with the minutes of the proceedings of the Board. For purposes of this
Section only, the phrase “all members of the Board” shall not include any “interested persons” as
defined in Section 6.18 herein.

Section 6.17 Fees and Compensation. Directors shall serve without compensation for
their service. The Board may approve the reimbursement of a Director’s actual and necessary
expenses incurred when conducting the corporation’s business. Subject to Section 6.18 herein
and the California Nonprofit Public Benefit Corporation Law, nothing herein shall preclude a
Director from serving the corporation in any other capacity, including, but not limited to, as an
officer, agent, or employee of the corporation, and receiving compensation for such service.

Page 4 of 11
Section 6.18 Restriction on Interested Directors. Not more than forty-nine percent
(49%) of the persons serving on the Board at any time may be interested persons. An interested
person is (a) any person being compensated by the corporation for services rendered to it within
the previous twelve (12) months, whether as a full-time or part-time employee, independent
contractor, or otherwise; and (b) any brother, sister, ancestor, descendant, spouse, brother-in-
law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
However, any violation of the provisions of this Section shall not affect the validity or enforceability
of any transaction entered into by the corporation.

Section 6.19 Standard of Care.

(a) A Director shall perform the duties of a Director, including duties as a
member of any committee of the Board on which the Director may serve, in good faith, in a manner
such Director believes to be in the corporation’s best interests and with such care, including
reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar
circumstances.

(b) In performing the duties of a Director, a Director shall be entitled to rely on
information, opinions, reports, or statements, including financial statements and other financial
data, in each case prepared or presented by: (i) one or more of the corporation’s officers or
employees whom the Director believes to be reliable and competent in the matters presented;
(ii) legal counsel, independent accountants, or other persons as to matters that the Director
believes to be within such person’s professional or expert competence; or (iii) a committee of the
Board upon which the Director does not serve, as to matters within its designated authority, which
committee the Director believes to merit confidence, so long as, in any such case, the Director
acts in good faith, after reasonable inquiry when the need therefor is indicated by the
circumstances and without knowledge that would cause such reliance to be unwarranted.

Section 6.20 Non-Liability of Directors. No Director shall be personally liable for the
corporation’s debts, liabilities, or other obligations.

Section 6.21 Common Directorships. Pursuant to Section 5234 of the California
Nonprofit Public Benefit Corporation Law, the corporation shall not be a party to a transaction with
another corporation, firm or association in which one or more of its Directors is also a director or
directors (“Overlapping Director(s)”) unless, 1) prior to entering into the transaction, the material
facts of the transaction and the Overlapping Director’s other directorship are fully disclosed or
known to the Board and the Board authorizes, approves or ratifies the contract or transaction in
good faith by a vote sufficient without counting the vote of the Overlapping Director, or 2) the
contract or transaction is just and reasonable to the corporation at the time it is authorized,
approved or ratified. This provision does not apply to transactions covered by Section 5233(b) of
the California Nonprofit Public Benefit Corporation Law.

Section 6.22 Executive Compensation Review. In any year in which this corporation is
legally required to do so pursuant to Section 5213 of the California Nonprofit Public Benefit
Corporation Law, the Board (or a Board Committee) shall review any compensation packages
(including all benefits) of the Chief Executive Officer and Chief Financial Officer, regardless of job
title, and shall approve such compensation only after determining that the compensation is just
and reasonable. This review and approval shall occur when such officer is hired, when the term
of employment of such officer is renewed orextended, and when the compensation of such officer
is modified, unless the modification applies to substantially all of the employees of this
corporation.

Page 5 of 11
ARTICLE VII. OFFICERS

Section 7.01 Required Officers. The officers of this corporation shall be a Chief
Executive Officer, a Chairperson of the Board, a Secretary, and a Treasurer (who may also be
referred to as the Chief Financial Officer). Any number of offices may be held by the same person,
except that the Secretary, the Treasurer, or the Chief Financial Officer may not serve concurrently
as the Chief Executive Officer.

Section 7.02 Permitted Officers. The Board of Directors may elect one or more Vice
Chairpersons, and such other Board officers as the business of the corporation may require, such
as a Chief Financial Officer who will serve the Board and who may be separate from the
Treasurer, each of whom shall be elected to hold office, have such authority and perform such
duties as the Board at its pleasure from time to time may determine.

Section 7.03 Election. Except for initial officers appointed by Board resolution, and the
Chief Executive Officer and Chief Financial Officer who may serve by contract, the officers of this
corporation shall be elected annually by the Board, and each shall serve at the pleasure of the
Board, subject to the rights, if any, of an officer under contract of employment.

Section 7.04 Removal. Any officer may be removed, with or without cause, by the Board
at any time or, in the case of an officer appointed by another officer, the person with authority to
appoint shall also have the power of removal. Any removal shall be without prejudice to the rights,
if any, of an officer under any contract of employment.

Section 7.05 Resignation. Any officer may resign at any time by giving written notice to
the Board. Any such resignation shall take effect upon receipt of that notice or at any later time
specified by that notice and, unless otherwise specified in that notice, the acceptance of such
resignation shall not be necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of this corporation under any contract to which the officer is a party.

Section 7.06 Vacancies. A vacancy in any office for any reason shall be filled in the
same manner as these Bylaws provide for election to that office, provided that such vacancies
shall be filled as they occur.

Section 7.07 Chief Executive Officer and Division Directors. The corporation shall have
a Chief Executive Officer (who will be one of the corporation’s Division Directors). The Division
Directors, including the Chief Executive Officer, shall, collectively, be the general manager and
chief executive officer of the Corporation, and, subject to the control of the Board and their
contracts of employment, shall generally supervise, direct, and control the activities, affairs, and
employees of the corporation by division; and shall see that all resolutions of the Board are carried
into effect, and shall perform any and all other duties assigned by the Board, these Bylaws ortheir
employment contracts.

Section 7.08 Chairperson of the Board. The Board may elect one Director to serve as
Chairperson of the Board (who may be referred to as the Board Chair or Board President). He,
she or they shall preside as the Chairperson at Board meetings and shall exercise and perform
such other powers and duties as the Board may assign from time to time.

Section 7.09 Secretary. The Secretary shall supervise the keeping of a full and complete
record of the proceedings of the Board and its committees, shall supervise the giving of such

Page 6 of 11
notices as may be proper and necessary, shall supervise the keeping of the minute books of this
corporation, and shall have such other powers and duties as may be prescribed by the Board or
these Bylaws.

Section 7.10 Treasurer. The Treasurer (who may be referred to as the Chief Financial
Officer) shall be the chief financial officer of this corporation until and unless the Board hires a
Chief Financial Officer who will serve the Board and will be separate from the Treasurer. As such,
the Treasurer shall supervise the charge and custody of all funds of this corporation, the deposit
of such funds in the manner prescribed by the Board, and the keeping and maintaining of
adequate and correct accounts of this corporation’s properties and business transactions, shall
render reports and accountings as required, and shall have such other powers and duties as may
be prescribed by the Board or these Bylaws.

Section 7.11 Compensation of Officers. The salaries of officers, if any, shall be fixed
from time to time by resolution of the Board. In all cases, any salaries received by officers of the
corporation shall be fair and reasonable and given in return for services actually rendered for the
corporation which relate to the performance of the charitable purposes of the corporation, and
subject to Section 6.22 above, as applicable.

ARTICLE VI11. COMMITTEES

Section 8.01 Board Committees. The Board may create one or more committees, each
consisting of two (2) or more Directors to serve at the pleasure of the Board, and may delegate
to such committee any of the authority of the Board, except with respect to:

(a) Final action on any matter that, by law, requires approval of all of the
Directors or a majority of all of the Directors;

(b) The filling of vacancies on the Board or on any committee which has the
authority of the Board;

(c) The fixing of compensation, if any, of the Directors for serving on the Board
or on any committee;

(d) The amendment or repeal of the corporation’s Bylaws or the adoption of
new Bylaws;

(e) The amendment or repeal of any resolution of the Board which by its
express terms is not so amendable or repealable;

(f) The appointment of other committees having the authority of the Board;

(g) The expenditure of corporate funds to support a nominee for Director; or

(h) The approval of any self-dealing transaction as such transactions are
defined in Section 5233(a) of the California Nonprofit Public Benefit Corporation Law, except as
permitted under Section 5233.

Committees must be created, and the members thereof appointed, by resolution adopted
by a majority of the number of Directors then in office. The Board may appoint, in the same

Page 7 of 11
manner, alternate members to a committee who may replace any absent member at a committee
meeting.

Section 8.02 Meetings and Action of Board Committees. Meetings and actions of Board
committees shall be governed generally by, held and taken in accordance with the provisions of
these Bylaws concerning meetings of the Board, except that special meetings of committees may
also be called by resolution of the Board. The Board may prescribe the manner in which
proceedings of any such committee shall be conducted, so long as such rules are consistent with
these Bylaws. In the absence of any such rules by the Board, each committee shall have the
power to prescribe the manner in which its proceedings shall be conducted. Minutes shall be kept
of each meeting of each committee and shall be filed with the corporate records.

Section 8.03 Revocation of Delegated Authority to Board Committees. The Board may,
at any time, revoke or modify any or all of the authority so delegated to a committee, increase or
decrease, but not below two (2), the numbers of its members, and may fill vacancies therein from
the members of the Board.

Section 8.04 Advisorv Committees. The Board or Division Directors, subject to any
limitations imposed by the Board, may establish one or more Advisory Committees to the Board
or to the Divisions within the corporation. The members of any Advisory Committee may consist
of directors or non-directors and may be appointed as the Board determines. Advisory
Committees may not exercise the authority of the Board to make decisions on behalf of this
corporation, but shall be restricted to making recommendations to the Board or to Division
Directors, and implementing Board or Board Committee decisions and policies under the
supervision and control of the Board or Board Committee. Advisory Committees may directly
advise Division Directors; provided, however, that Division Directors report to the Board. Advisory
Committees may be chaired by a Division Director. Members of any Advisory Committee may be
removed by the Board. Members of any Advisory Committee may also be removed by the
relevant Division Director; provided, however, any member of an Advisory Committee who is
removed by a Division Director may appeal their removal to the Board, in which case such removal
shall not become effective until and unless confirmed by the Board.

Section 8.05 Audit Committee. For any tax year in which this corporation has gross
revenues of $2 million or more, and if required by law, this corporation shall have an Audit
Committee whose members shall be appointed by the Board, and who may include both Directors
and non-Directors, subject to the following limitations: (a) members of the Finance Committee, if
any, shall constitute less than one-half of the membership of the Audit Committee; (b) the Chair
of the Audit Committee may not be a member of the Finance Committee, if any; (c) the Audit
Committee may not include the corporation’s staff, including the Chief Executive Officer and the
Chief Financial Officer; (d) the Audit Committee may not include any person who has a material
financial interest in any entity doing business with this corporation; and (e) Audit Committee
members who are not Directors may not receive compensation greater than the compensation
paid to Directors for their Board service.

The Audit Committee shall: (1) recommend to the full Board for approval the retention and,
when appropriate, the termination of an independent certified public accountant to serve as
auditor; (2) subject to the supervision of the full Board, negotiate the compensation of the auditor
on behalf of the Board; (3) confer with the auditor to satisfy the Audit Committee members that
the financial affairs of this corporation are in order; (4) review and determine whether to accept
the audit; and (5) approve performance of any non-audit services provided to this corporation by
the auditor’s firm.

Page 8 of 11
Section 8.06 Other Committees.

(a) The Chairperson of the Board or the Division Directors, subject to any
limitations imposed by the Board, may create other committees, either standing or special,
permanent ortemporary, to serve the Board which do not have the powers of the Board, and shall
appoint members to serve on such committees, and shall designate the Chair of the committee.
If a Director is on such committee, he, she or they shall be the Chair of the committee.

(b) Meetings of a committee may be called by the Chairperson of the Board, a
Division Director, the Chair of the committee or a majority of the committee members. Each
committee shall meet as often as is necessary to perform its duties. Notice of a meeting of a
committee may be given at any time and in any manner reasonably designed to inform the
committee members of the time and place of the meeting. A majority of the committee members
shall constitute a quorum for the transaction of business at any meeting of the committee, and a
committee may take action by majority vote. Each committee may keep minutes of its proceedings
and shall report periodically, as determined by the Board, to the Board.

(c) Members of a committee shall serve until resignation or removal. Any
member of a committee may resign at any time by giving written notice to the Chairperson of the
Board or the Chief Executive Officer. Such resignation, which may or may not be made contingent
upon formal acceptance, shall take effect upon the date of receipt or at any later time specified in
the notice. The Chairperson of the Board orthe Division Directors, with prior approval of the Board
if the Board so requires, or the Board, may remove any member of a committee, and shall appoint
a member to fill a vacancy in any committee or any position created by an increase in the
membership.

ARTICLE IX. INDEMNIFICATION AND INSURANCE

Section 9.01 Indemnification. To the fullest extent permitted by law, the corporation shall
indemnify its Directors, officers, employees, and other persons described in Corporations Code
Section 5238(a), including persons formerly occupying any such positions, against all expenses,
judgments, fines, settlements, and other amounts actually and reasonably incurred by them in
connection with any “proceeding,” as that term is used in that section, and including an action by
or in the right of the corporation by reason of the fact that the person is or was a person described
in that section. “Expenses” shall have the same meaning herein as in Section 5238(a) of the
Corporations Code. On written request to the Board of Directors by any person seeking
indemnification under Corporations Code Section 5238(b) or Section 5238(c), the Board of
Directors shall promptly decide under Corporations Code Section 5238(e) whether the applicable
standard of conduct set forth in Corporations Code Section 5238(b) or Section 5238(c) has been
met and, if so, the Board of Directors shall authorize indemnification.

Section 9.02 Other Indemnification. No provision made by the corporation to indemnify
its Directors or officers for the defense of any proceeding, whether contained in the Articles of
Incorporation, Bylaws, a resolution of Directors, an agreement, or otherwise, shall be valid unless
consistent with this Article. Nothing contained in this Article IX shall affect any right to
indemnification to which persons other than such Directors and officers may be entitled by
contract or otherwise.

Section 9.03 Insurance. The corporation shall have the right to purchase and maintain
insurance to the full extent permitted by law on behalf of its officers, Directors, employees, and
other agents, to cover any liability asserted against or incurred by any officer, Director, employee,

Page 9 of 11
or agent in such capacity or arising from the officer’s, Director’s, employee’s, or agent’s status as
such.

ARTICLE X. OTHER PROVISIONS

Section 10.01 Maintenance of Corporate Records. The corporation shall keep
(a) adequate and correct books and records of account; (b) written minutes of the proceedings of
the Board and committees of the Board; (c) the original or a copy of its Articles of Incorporation
and Bylaws, as amended to date; and (d) such reports and records as required by law. All such
records shall be kept at the corporation’s principal office, or if its principal office is outside the
State of California, at its principal office in this state.

Section 10.02 Inspection. Every Director shall have the right at any reasonable time, and
from time to time, to inspect all books, records, and documents of every kind and the physical
properties of the corporation, subject to applicable law. Such inspection by a Director may be
made in person or by agent or attorney and the right of inspection includes the right to copy and
make extracts.

Section 10.03 Annual Report. Pursuant to Corporations Code Section 6321, within 120
days after the close of its fiscal year the corporation shall send each Director and any other
persons as may be designated by the Board, a report containing the following information in
reasonable detail:

(a) The assets and liabilities, including the trust funds, of the corporation as of
the end of the fiscal year.

(b) The principal changes in the assets and liabilities, including trust funds,
during the fiscal year.

(c) The revenue or receipts of the corporation, both unrestricted and restricted
to particular purposes, for the fiscal year.

(d) The expenses or disbursements of the corporation, for both general and
restricted purposes, during the fiscal year.

The annual report shall be accompanied by any report thereon of independent
accountants or, if there is no such report, by the certificate of an authorized officer of the
corporation that such statements were prepared without audit from the books and records of the
corporation.

Section 10.04 Annual Statement of Certain Transactions and Indemnifications. As part
of the annual report to all Directors, or as a separate document if no annual report is issued, the
corporation shall, within 120 days after the end of the corporation’s fiscal year, annually prepare
and deliver to each Director any information required by Corporations Code Section 6322 with
respect to the preceding year.

Section 10.05 Public Inspection and Disclosure. The corporation shall have available for
public inspection at its principal office a copy of each of its annual exempt organization information
returns for each of the last three years and a copy of its state and federal applications for
recognition of exemption.

Page 10 of 11
Section 10.06 Construction and Definitions. Unless the context otherwise requires, the
general provisions, rules of construction, and definitions contained in the California Nonprofit
Public Benefit Corporation Law shall govern the construction of these Bylaws.

Section 10.07 Fiscal Year. The fiscal year of the corporation shall end on June 30 each
year.

ARTICLE XI. AMENDMENTS

Section 11.01 Bvlaw Amendments. These Bylaws will be reviewed periodically by the
Board. The Board may adopt, amend, or repeal these Bylaws unless doing so would be a
prohibited amendment under the California Corporations Code. Any amendment to these Bylaws
will require a majority vote of the Directors then in office.

Section 11.02 Effective Date. These Bylaws and any amendments to these Bylaws shall
be effective immediately upon their adoption.

###

CERTIFICATE OF ADOPTION

I certify that I am the Secretary of Breaking Code Silence, a California nonprofit public
benefit corporation, and that the foregoing Bylaws of such corporation was duly adopted by the
corporation’s Board of Directors on Apri120 , 2021.

IN WITNESS WHEREOF, I have signed my name and affixed the seal of the corporation to
this certificate on April 23 ,2021.

.#. & 1 1.

Secretary, Breaking Code Silence

Page 11 of 11
ATTACHMENTS TO FORM 1023

Breaking Code Silence
EIN 86-3319273

Attachment 6:

Conflict of Interest Policy
CONFLICT OF INTEREST POLICY
OF
BREAKING CODE SILENCE

(A California Nonprofit Public Benefit Corporation)

ARTICLE I. PURPOSE

Section 1.01. Purpose. The purpose of this Conflict of Interest Policy (“Policy”) is to
protect Breaking Code Silence, a California nonprofit public benefit corporation (the
“Corporation”), when it contemplates entering into a transaction or arrangement that might benefit
the private interests of an officer, director, or any other person in a position of authority within the
Corporation or might result in a possible excess benefit transaction as defined by Internal
Revenue Code Section 4958.

Section 1.02. This Policy is intended to supplement but not replace any applicable state
and federal laws governing conflicts of interest applicable to nonprofit organizations. In the event
of any inconsistency with California law, California law shall prevail.

ARTICLE 11. DEFINITIONS

Section 2.01 Interested Person. Any director, principal officer, or member of a
committee with board-delegated powers, who has a direct or indirect financial interest, as defined
below, is an interested person.

Section 2.02 Financial Interest. A person has a financial interest if the person has,
directly or indirectly, through business, investment, or family:

(a) An ownership or investment interest in any entity with which the Corporation
has entered into or proposes to enter into any transaction or arrangement;

(b) A compensation arrangement with the Corporation or with any entity or
individual with which the Corporation has entered or proposes to enter into any transaction or
arrangement; or

(c) A potential ownership or investment interest in, or compensation arrangement
with, any entity or individual with which the Corporation entered into or proposes to enter into any
transaction or arrangement.

However, notwithstanding the above and consistent with California Corporations Code
Section 5233 regarding self-dealing transactions, a financial interest shall not include: (1) the
compensation, typically director and officer stipends, per meeting fees and reimbursement of
expenses, of a director as a director or officer of the Corporation; (2) a transaction which is part
of a public or charitable program of the Corporation if it: (i) is approved or authorized by the
Corporation in good faith and without unjustified favoritism; and (ii) results in a benefit to one or
more directors or their families because they are in the class of persons intended to be benefited
by the public or charitable program; or (3) a transaction, of which the interested director or
directors have no actual knowledge, and which does not exceed the lesser of 1 percent (1%) of
the gross receipts of the Corporation for the preceding fiscal year or one hundred thousand dollars
($100,000).

Page 1 of 5
Compensation includes direct and indirect remuneration as well as gifts or favors that are
not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article 111, Section 3.02,
a person who has a financial interest may have a conflict of interest only if the appropriate board
or committee decides that a conflict of interest exists.

ARTICLE 111. PROCEDURES

Section 3.01 Duty to Disclose. In connection with any transaction or arrangement to
which the Corporation is a party where there is an actual or possible conflict of interest, the
interested person must disclose the existence and nature of his or her financial interest to the
directors and members of committees with board-delegated powers who are considering the
proposed transaction or arrangement.

Section 3.02 Determining Whether a Conflict of Interest Exists. After disclosure of the
financial interest and all material facts, and after any discussion with the potentially interested
person, a determination must be made about whether an actual conflict of interest exists. The
disinterested board or committee members shall determine on a case-by-case basis whether the
disclosed interest constitutes an actual conflict of interest.

Section 3.03 Procedures for Addressing the Conflict of Interest.

(a) If it is determined that there is a conflict of interest, the interested person
may make a presentation at the board or committee meeting and may answerquestions regarding
factual information related to the transaction or arrangement. The interest person shall abstain
from otherwise participating in any discussions and votes concerning the transaction or
arrangement.

(b) The chairperson of the board or committee may, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction or
arrangement.

(c) After exercising due diligence, the board or committee shall determine
whether the Corporation can obtain with reasonable efforts a more advantageous transaction or
arrangement from a person or entity that would not give rise to a conflict of interest.

(d) If a more advantageous transaction or arrangement is not reasonably
attainable under circumstances that would give rise to a conflict of interest, the board or committee
shall determine by a majority vote of the disinterested members whether the transaction or
arrangement is in the Corporation’s best interest, for the Corporation’s own benefit, and whether
the transaction or arrangement is fair and reasonable to the Corporation. In conformity with the
above determination, the board or committee shall make its decision as to whether to enter into
the transaction or arrangement.

Notwithstanding the foregoing, compliance with an approval procedure set forth in
California Corporations Code Section 5233 regarding self-dealing transactions shall constitute
compliance with this Policy.

Page 2 of 5
Section 3.04 Violations of the Conflict of Interest Policy.

(a) If the board or committee has reasonable cause to believe a director or
officer has failed to disclose actual or possible conflicts of interest, it shall inform the director or
officer of the basis for such belief and afford the director or officer an opportunity to explain the
alleged failure to disclose.

(b) If, after hearing the director’s or officer’s response and after making further
investigation as warranted by the circumstances, the board or committee determines that the
director or officer has failed to disclose an actual or possible conflict of interest, it shall take
appropriate disciplinary and corrective action.

ARTICLE IV. RECORDS OF PROCEEDINGS

Section 4.01 The minutes of meetings of the board and all committees with board-
delegated powers shall contain:

(a) The names of the person(s) who disclosed or otherwise were found to have
a financial interest in connection with an actual or possible conflict of interest, the nature of the
financial interest, any action taken to determine whether a conflict of interest was present, and
the board’s or committee’s decision as to whether a conflict of interest in fact existed.

(b) The names of the persons who were present for discussions and votes
relating to the transaction or arrangement, the content of the discussion, including any proposed
alternatives, and a record of any votes taken in connection with the transaction or arrangement.

ARTICLE V. COMPENSATION

Section 5.01 A director who receives compensation, directly or indirectly, from the
Corporation for services is precluded from voting on matters pertaining to that director’s
compensation, except for compensation of a director as a director or officer of the Corporation
(typically director and officer stipends, per meeting fees and reimbursement of expenses).

Section 5.02 A member of any committee whose jurisdiction includes compensation
matters and who receives compensation, directly or indirectly, from the Corporation for services
is precluded from voting on matters pertaining to that director’s compensation, except for
compensation as a director as a director or officer of the Corporation (typically director and officer
stipends, per meeting fees and reimbursement of expenses).

Section 5.03 No director or committee member whose jurisdiction includes
compensation matters and who receives compensation, directly or indirectly, from the
Corporation, either individually or collectively, is prohibited from providing information to any
committee regarding compensation.

ARTICLE VI. ANNUAL STATEMENTS

Section 6.01 Each director, officer and member of a committee with board delegated
powers shall annually or upon taking office sign a statement that affirms such person:

(a) Has received a copy of the Policy;

Page 3 of 5
(b) Has read and understands the Policy;

(c) Has agreed to comply with the Policy; and

(d) Understands the Corporation is charitable and in order to maintain its
federal tax exemption it must engage primarily in activities that accomplish its tax-exempt
purposes.

The Corporation may utilize for this purpose the “Annual Conflict of Interest Statement”
attached to this Policy.

ARTICLE VII. PERIODIC REVIEWS

Section 7.01 To ensure that the Corporation operates in a manner consistent with
charitable purposes and does not engage in activities that could jeopardize its tax-exempt status,
periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the
following subjects:

(a) Whether compensation arrangements and benefits are reasonable, based
on competent survey information, and the result of arm’s length bargaining where applicable.

(b) Whether partnerships, joint ventures, and arrangements with management
organizations conform to the Corporation’s written policies, are properly recorded, reflect
reasonable investment or payments for goods and services, further charitable purposes and do
not result in inurement, impermissible private benefit or in an excess benefit transaction.

ARTICLE VI11. USE OF OUTSIDE EXPERTS

Section 8.01 When conducting the periodic reviews as provided for in Article VII, the
Corporation may, but need not, use outside advisors. If outside experts are used, their use shall
not relieve the board of its responsibility for ensuring periodic reviews are conducted.

###

CERTIFICATE OF ADOPTION

I certify that I am the Secretary of Breaking Code Silence, a California nonprofit public
benefit corporation, and that the foregoing Conflict of Interest Policy of such corporation was duly
adopted by the corporation’s Board of Directors on April 20, 2021.

IN WITNESS WHEREOF, I have signed my name and affixed the seal of the corporation
to this certificate on April 23, 2021.

Jenny flagil0(Apr#3. 2021 15:16 PDT)

Secretary, Breaking Code Silence

Page 4 of 5
BREAKING CODE SILENCE

ANNUAL CONFLICT OF INTEREST STATEMENT

1. Name: Date:

2. Position with Breaking Code Silence:

Are you a Director? Yes No

Are you an Officer? Yes No If yes, which position do you hold:

3. I affirm the following:

I received a copy of Breaking Code Silence’s Conflict of Interest Policy (“Policy”).
(initial)

I read and understand the Policy. (initial)

I agree to comply with the Policy. (initial)

4. Disclosures:

a. Do you have a financial interest (current or potential) regarding Breaking Code
Silence, including a compensation arrangement, as defined in the Policy?

Yes No

i. If yes, please describe it. If you need more space, please attach
additional pages:

ii. If yes, has the financial interest been disclosed, as provided in the
Policy? Yes No

b. In the past, have you had a financial interest regarding Breaking Code Silence,
including a compensation arrangement, as defined in the Policy?

Yes No

i. If yes, please describe it, including when (approximately). If you need
more space, please attach additional pages:

ii. If yes, has the financial interest been disclosed, as provided in the
Policy? Yes No

Signature of Officer/Director Date

Page 5 of 5