FMD Chat CONFLICT OF INTEREST POLICY Section 1. Purpose.

The purpose of this Conflict of Interest Policy ("Policy") is to protect the integrity and interests of FMD Chat (hereinafter the Corporation) hen it is conte!plating entering into a transaction or arrange!ent that !ight "enefit the pri#ate or "usiness interests of an e!ployee$ officer or director of the Corporation. Section 2. Definitions.

(a) Interested Person. %ny e!ployee$ officer$ director or !e!"er of a co!!ittee ith "oard&delegated po ers ho has a direct or indirect financial interest$ as defined "elo $ is an interested person (hereinafter Interested Person). (") Financial Interest. % person has a financial interest (hereinafter Financial Interest) if the person has$ directly or indirectly$ through personal$ professional$ "usiness$ in#est!ent or fa!ily relationships$ any of the follo ing interests' (() ()) an o nership or in#est!ent interest in any entity ith hich the Corporation has a transaction or arrange!ent$ or a co!pensation arrange!ent ith the Corporation or ith any entity or indi#idual ith hich the Corporation has a transaction or arrange!ent$ or a potential o nership or in#est!ent interest in$ or co!pensation arrange!ent ith$ any entity or indi#idual ith hich the Corporation is negotiating a transaction or arrange!ent.

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For purposes of this Policy$ the ter! co!pensation includes direct and indirect re!uneration$ and gifts or fa#ors that are su"stantial in nature. The "oard of directors !ust !a+e a deter!ination hether a particular Financial Interest gi#es rise to an actual$ potential or percei#ed conflict of interest. Section . Proce!ures.

(a) Duty to Disclose. In connection ith any actual or potential conflict of interest$ an Interested Person !ust disclose the e,istence and nature of his-her Financial Interest to the "oard of directors for its consideration of the proposed transaction or arrange!ent. .efore the "oard !a+es a deter!ination hether the Financial Interest of an Interested Person rises to the le#el of an actual conflict of interest$ the Interested Person !ust "e gi#en the opportunity to disclose all !aterial facts relating to his-her Financial Interest. (") Deter!ining /hether a Conflict of Interest 0,ists. %fter the Interested Person has disclosed all !aterial facts relating to his-her Financial Interest$ the directors !ay as+ rele#ant 1uestions for clarification and-or re1uest additional infor!ation. %fter the directors are satisfied that they understand the proposed transaction$ the Interested Person shall e,cuse

hi!-herself fro! the !eeting and shall not "e in#ol#ed in the "oard2s discussion and decision ith respect to hether a conflict of interest e,ists and hether the Corporation should enter into the proposed transaction. (c) Procedures for %ddressing the Conflict of Interest. (() If the "oard deter!ines that a conflict of interest e,ists ith respect to any proposed transaction$ the chairperson of the "oard shall in#estigate$ or !ay$ if appropriate$ appoint a disinterested person or co!!ittee to in#estigate alternati#es to the proposed transaction or arrange!ent. %fter e,ercising due diligence$ the "oard shall deter!ine hether the Corporation can o"tain a !ore ad#antageous transaction or arrange!ent ith reasona"le efforts fro! a person or entity that ould not gi#e rise to a conflict of interest. If a !ore ad#antageous transaction or arrange!ent is not reasona"ly a#aila"le under circu!stances that ould not gi#e rise to a conflict of interest$ the "oard shall deter!ine "y a !a3ority #ote of the disinterested directors hether (i) the transaction or arrange!ent is in the Corporation2s "est interest and for its o n "enefit$ and (ii) the transaction is fair and reasona"le to the Corporation. The "oard shall !a+e its decision as to hether to enter into the proposed transaction in confor!ity ith this deter!ination.

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(d)

4iolations of the Conflicts of Interest Policy. (() If the "oard of directors has reasona"le cause to "elie#e that an e!ployee$ officer$ director or !e!"er of a co!!ittee ith "oard&delegated po ers has failed to disclose an actual or potential conflict of interest$ it shall infor! the indi#idual of the "asis for such "elief and afford the indi#idual an opportunity to e,plain the alleged failure to disclose. If$ after hearing the response of the indi#idual and !a+ing such further in#estigation as !ay "e arranted under the circu!stances$ the "oard deter!ines that the !e!"er has in fact failed to disclose an actual or potential conflict of interest$ it shall ta+e appropriate disciplinary and correcti#e action$ up to and including re!o#al fro! the "oard of directors or ter!ination fro! e!ploy!ent.

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Section ". Recor!s of Procee!in#s. The !inutes of a "oard of directors !eeting at hich actual or potential conflicts of interest are considered shall include the follo ing infor!ation' (a) the na!e of the indi#idual ho disclosed or other ise ere found to ha#e a Financial Interest in connection ith an actual or potential conflict of interest$ the nature of the

Financial Interest$ any action ta+en to deter!ine hether a conflict of interest e,isted$ and the "oard2s decision as to hether a conflict of interest in fact e,isted5 and (") the na!es of the directors ho ere present for discussions and #otes relating to the proposed transaction or arrange!ent$ the su"stance of the discussion$ including any alternati#es to the proposed transaction or arrange!ent$ and a record of any #otes ta+en in connection there ith. Section $. %nnua& State'ents. 0ach e!ployee$ officer$ director$ and !e!"er of a co!!ittee ith "oard&delegated po ers shall annually sign a state!ent hich affir!s the follo ing' (a) that such indi#idual has recei#ed a copy of this Policy5 (") that such indi#idual has read and understands this Policy5 (c) that such indi#idual has agreed to co!ply ith this Policy5 and (d) that such indi#idual understands that the Corporation is a charita"le organi6ation and that it !ust engage in only those acti#ities that further its ta,&e,e!pt purposes to !aintain its ta,& e,e!pt status. Section (. Perio!ic Re)ie*s. To ensure that the Corporation operates in a !anner consistent ith its charita"le purposes and that it does not engage in acti#ities that could 3eopardi6e its status as a ta,&e,e!pt organi6ation$ the "oard of directors shall arrange for routine and periodic re#ie s of co!pliance ith this Policy and all related corporate transactions$ contractual arrange!ents$ and financial co!!it!ents$ including hether transactions or co!pensation arrange!ents are co!!ercially reasona"le$ are the result of ar!2s&length "argaining$ and are consistent ith fair !ar+et #alue. Section +. Co'pensation Po&ic,. Co!pensation paid to e!ployees$ as ell as co!pensation paid to officers or directors for professional ser#ices (i.e.$ not director ser#ices)$ shall "e fair$ reasona"le$ and consistent ith co!pensation paid for positions of co!para"le co!ple,ity and responsi"ility$ and deter!ined in accordance ith the attached co!pensation policy. %dopted on the 7uly )($ )8()

DISCLOS-RE ST%TEMENT RE.%RDIN. CONFLICTS OF INTEREST

I affir! that I ha#e recei#ed a copy of FMD Chat Conflict of Interest Policy ("Policy")$ setting forth the policies and disclosure re1uire!ents of FMD Chat (the "Corporation") concerning conflicts of interest. I ha#e read and understand the Policy$ and agree to co!ply ith the re1uire!ents of the Policy. I understand that the Corporation is a charita"le organi6ation$ and that in order to !aintain its federal ta, e,e!ption it !ust engage pri!arily in acti#ities that acco!plish one or !ore of its ta,&e,e!pt purposes. I understand that in connection ith any actual or possi"le conflicts of interest$ I !ust disclose the e,istence and nature of !y financial interests to the "oard of directors for its consideration of the proposed transaction or arrange!ent. 0,cept as fully disclosed "elo $ I represent$ to the "est of !y +no ledge and "elief$ as of the date of this Disclosure 9tate!ent$ that neither I$ nor any !e!"er of !y fa!ily$ has an e,isting or possi"le financial interest in a transaction or arrange!ent hich !ay reasona"ly "e$ or appears to "e$ ad#erse to the Corporation2s "est interest$ or in #iolation ith the Corporation2s Policy.

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