Conflict of Interest Policy — Automate the Cloud Inc.

Modeled on the sample policy in the IRS Instructions for Form 1023, Appendix A.

Article I — Purpose

The purpose of this Conflict of Interest Policy is to protect the interests of Automate the Cloud Inc. (the "Corporation") when it contemplates entering into a transaction or arrangement that might benefit the private interest of an officer or director or might result in a possible excess benefit transaction. This policy supplements, and does not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

Article II — Definitions

2.1 Interested Person. Any director, officer, or member of a committee with Board- delegated powers who has a direct or indirect financial interest, as defined below.

2.2 Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family — including a spouse or domestic partner — (a) an ownership or investment interest in any entity with which the Corporation has or is negotiating a transaction or arrangement; (b) a compensation arrangement with the Corporation or with any such entity; or (c) a potential ownership, investment, or compensation interest in such an entity. A financial interest is not necessarily a conflict of interest; a conflict exists only if the Board or committee decides one exists under Article III.

Article III — Procedures

3.1 Duty to Disclose. An interested person must disclose the existence of the financial interest and all material facts to the directors and members of committees considering the proposed transaction.

3.2 Determining Whether a Conflict Exists. After disclosure, the interested person shall leave the meeting while the remaining Board or committee discusses and votes on whether a conflict of interest exists.

3.3 Procedures for Addressing the Conflict.

• The interested person may make a presentation but shall then leave the meeting during the discussion of, and the vote on, the transaction.
• The chairperson shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction.
• After exercising due diligence, the Board or committee shall determine whether the Corporation can obtain a more advantageous transaction from a person or entity that would not give rise to a conflict of interest.
• If a more advantageous transaction is not reasonably attainable, the Board or committee shall determine by a majority vote of the disinterested directors whether the transaction is in the Corporation's best interest, for its own benefit, and fair and reasonable, and shall make its decision as to whether to enter into the transaction accordingly.

3.4 Violations. If the Board or committee has reasonable cause to believe a member has failed to disclose an actual or possible conflict, it shall inform the member and afford an opportunity to explain the alleged failure to disclose.

Article IV — Records of Proceedings

The minutes of the Board and all committees with Board-delegated powers shall contain the names of persons who disclosed or otherwise were found to have a financial interest, the nature of the interest, any action taken to determine whether a conflict existed, and the Board's or committee's decision, including votes.

Article V — Compensation

A voting member of the Board or of any committee who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation. No such person is prohibited from providing information to the Board or committee regarding compensation.

Article VI — Annual Statements

Each director, officer, and member of a committee with Board-delegated powers shall annually sign a statement affirming that the person has received, read, and agrees to comply with this policy, and understands that the Corporation is charitable and must engage primarily in activities that accomplish its exempt purposes.

Article VII — Periodic Reviews

To ensure the Corporation operates consistently with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted covering (a) whether compensation is reasonable and the result of arm's-length bargaining, and (b) whether partnerships, joint ventures, and arrangements 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 or impermissible private benefit.

Article VIII — Use of Outside Experts

The Corporation may use outside advisors in conducting periodic reviews. Such use does not relieve the Board of its responsibility for ensuring that reviews are conducted.

Acknowledgment of Known Relationships (initial disclosure)

• The President and the Treasurer are related parties and are treated as interested persons with respect to one another. The financial controls in Bylaws § 7.3 apply. The individuals are omitted from this published copy.

Annual Acknowledgment (each director/officer signs)

I have received and read the Conflict of Interest Policy, agree to comply with it, and understand that Automate the Cloud Inc. is a charitable organization that must engage primarily in activities that accomplish its exempt purposes.

The signed acknowledgment form is on file with the Corporation. The names of the signatories are omitted from this published copy.