Board Handbook Appendices 2023

TNTP Board of Directors Appendices

Board Role Appendices

BYLAWS

AMENDED AND RESTATED BY-LAWS OF TNTP, INC.

Adopted by the Board of Directors on October 17, 2022

ARTICLE I

BOARD OF DIRECTORS

Section 1.1 Powers. The business, affairs and property of TNTP, Inc. (the “Corporation”) shall be managed by the Board of Directors (individually designated as “Directors” and collectively as the “Board of Directors” or “Board”), who may exercise all the powers of the Corporation and all acts permitted to be done by a Delaware non stock, non profit corporation under the Delaware General Corporation Law (the “GCL”), the Corporation’s Certificate of Incorporation and these By Laws. Without limiting the foregoing, the Board shall have final jurisdiction over all financial matters involving the Corporation, and shall adopt the annual budget of the Corporation, shall specify the terms and conditions upon which the funds, income and other property of the Corporation shall be invested or used, subject to and in accordance with the GCL, the Certificate of Incorporation and these By Laws.

Section 1.2 Number. The Corporation shall be governed by a Board consisting of no fewer than seven (7) nor more than fourteen (14) Directors, one of whom shall be the Chief Executive Officer of the Corporation serving ex officio. The number of Directors may be modified by amendment of the By Laws or by resolution of the Board.

Section 1.3 Election; Term of Office. Other than the Chief Executive Office, Directors shall be elected by a plurality of votes cast at the annual meeting or any special meeting called for such purpose. Directors shall hold office until the third annual meeting after their election and the election and qualification of a successor or until their earlier death, resignation or removal. Directors may serve additional consecutive terms following the threeyear term if so elected. The Board of Directors shall be divided into three classes named Class I, Class II and Class III, each consisting of as equal a number of Directors as possible. The classification shall be such that the term of one class shall expire each succeeding year. No Director shall receive compensation for their duties other than normal travel expenses incurred in carrying out their responsibilities as members.

Section 1.4 Removal. Any Director may be removed with or without cause by a majority vote. Notwithstanding the foregoing, any Director who is absent from two or more meetings of the Board held in any fiscal year may be removed from the Board at the discretion of the Chairperson.

Section 1.5 Resignation. Directors may resign at any time by delivering written notice of their resignation to the Chief Executive Officer of

the Corporation. Such resignation shall become effective upon receipt unless specified to be effective at some other time.

Section 1.6 Vacancies. Any vacancy in the Board may be filled by vote of a majority of Directors then in office. The vote may take place by unanimous written consent, by telephone or videoconference meeting. The Directors may exercise all their powers notwithstanding the existence of one or more vacancies in the Board.

Section 1.7 Annual Meeting. The annual meeting of the Board of Directors shall be held within 4 months after the end of the fiscal year of the Corporation on such date and at such hour and place as the Directors and an officer designated by the Board shall determine. In the event that no date for the annual meeting is established or such meeting has not been held on the date so determined, a special meeting in lieu of the annual meeting may be held with all of the force and effect of an annual meeting.

Section 1.8 Regular and Special Meetings. Regular meetings of the Directors may be held at such time and place as shall from time to time be determined by the Board. The Board shall hold at least two regular meetings per year, on such dates and at such times as shall be approved by the Board. Special meetings may be called at any time by the Chairperson or the Chief Executive Officer, or by the Secretary upon written request of one third of all of the Directors.

Section 1.9 Notice of Meetings. Notice of Meetings shall be at least seventy two hours’ notice by email, read receipt requested for an annual or special meeting unless shorter notice is adequate under the circumstances. Notice shall have been deemed to have been given when sent. Whenever notice of a meeting is required, such notice need not be given to any Director who submits a written waiver of notice, executed before or after the meeting and filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at the commencement of the meeting the lack of notice to such Director. Neither such notice nor waiver of notice need specify the purposes of the meeting unless otherwise required by law, the Certificate of Incorporation or these By laws.

Section 1.10 Quorum and Voting. Except as otherwise provided by law, a majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business. Except as otherwise provided by law or these By laws, the vote of a majority of the Board

of Directors present at the time of a vote, if a quorum is present, shall be the act of the Board.

Section 1.11 Action by the Board. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or committee consent in writing, including electronically, and the written consents are filed with the records of the meetings. Any vote for an action by the Board that is taken without a meeting (as described above) shall be treated for all purposes as a vote at a meeting. To the extent permitted by law, or these By laws, Directors of the Board or any committee member may participate in a meeting of the Board or committee by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

Section 1.12 Committees. The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee, audit committee, other standing committees and ad hoc committees each consisting of one or more Directors. The Board may appoint non Board members as non voting advisory members of such committees. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified committee member at any meeting of the committee. The Board shall appoint the chairperson of each committee. Ad hoc committees may be created and dissolved by the Board for such special functions as circumstances warrant and are intended to handle a specific topic or issue for a limited time. All committees shall have all the powers delegated by the Board except that no committee shall have the power (a) to amend or repeal these Bylaws, or the Certificate of Incorporation, or adopt any new Bylaws, or (b) to adopt an agreement of merger or consolidation, or (c) to change the membership of, or fill vacancies in any committee of the Board, or (d) to authorize the sale, lease, or exchange of all or substantially all of the Corporation's assets and property, or (e) to exercise other powers specifically denied the committee by resolution of the Board of Directors or by law. Each committee will adopt a charter outlining the role and responsibilities of each committee. Each committee and each member of each committee shall serve at the pleasure of the Board of Directors.

ARTICLE II OFFICERS

Section 2.1 Number. The officers of the Corporation shall be a Chief Executive Officer, Secretary and Treasurer, and such other officers, if

any, as the Chief Executive Officer may determine. Any two or more offices may be held by the same person, except the offices of Secretary, Chairperson and Chief Executive Officer.

Section 2.2 Election and Term. The Chief Executive Officer shall be appointed annually by the Board of Directors. Other officers shall be appointed by the Chief Executive Officer and shall hold office for the term of one year. Each officer shall continue in office during the term and thereafter until their respective successor shall have been appointed or until their death earlier resignation or removal. Officers may serve consecutive terms and shall serve at the pleasure of the Board.

Section 2.3 Resignation and Removal. Officers may resign at any time by delivering their resignation in writing to the Chief Executive Officer or Secretary. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Any officer may be removed, with or without cause, by a majority vote of the Board of Directors. A vacancy in any office shall be filled as provided in Sections 2.1 and 2.2 of these By laws.

Section 2.4 Employees and Other Agents. The Board of Directors may from time to time appoint such employees and other agents as it shall deem necessary, each of whom shall hold such position at the pleasure of the Board and shall have such authority, perform such duties and receive such reasonable compensation, if any, as the Board of Directors may from time to time determine.

Section 2.5 Chairperson and Vice Chairperson. The Board, by majority vote, may elect a Chairperson and Vice Chairperson of the Board of Directors. If a Chairperson is elected, the Chairperson shall preside at all meetings of the Board of Directors and shall ensure that all orders and resolutions of the Board of Directors are carried into effect, except as the Board shall otherwise determine and shall have such other powers and duties as may be determined by the Board. If a Vice Chairperson of the Board is elected, the Vice Chairperson shall preside at all meetings of the Board in the absence of the Chairperson or, in the event of the Chairperson’s inability or refusal to act, except as the Board shall otherwise determine and shall have such other powers and duties as may be determined by the Board. The period and term of the appointment shall be determined by the Board of Directors.

Section 2.6 Chief Executive Officer. Unless otherwise determined by the Board of Directors, the Chief Executive Officer of the Corporation shall have general charge and supervision of the administration of the affairs and business of the Corporation and shall serve as an ex officio member of the Board of Directors. The Chief Executive Officer shall have the power to sign alone in the name of the Corporation all contracts authorized by

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the Board, to execute and deliver other documents and instruments and to sign checks, drafts, notes and orders for the payment of money subject to the limits described in these Bylaws. The Chief Executive Officer shall have the power to delegate to any other officer, Vice President or Executive Vice President contract signing authority. The Chief Executive Officer shall have such other duties and powers as the Board of Directors shall determine.

Section 2.8 Secretary. The Secretary shall be the Vice President of Legal and General Counsel of the corporation. The Secretary shall record and maintain records of all proceedings of the Board of Directors. If the Secretary is absent from any meetings of the Board of Directors, the Assistant Secretary shall exercise the duties of the Secretary at the meeting. The Secretary, shall have the power and authority to sign and execute contracts in the name of the Corporation and other duties and powers as designed by the Board of Directors or the Chief Executive Officer.

Section 2.9 Treasurer. The Treasurer shall be the Chief Strategic Growth and Finance Officer of the corporation. The Treasurer shall be in charge of the financial affairs, funds, securities and other valuable papers and shall keep complete and accurate recordings thereof. The Treasurer shall have the power to sign alone in the name of the Corporation all contracts authorized either generally or specifically by the Board of Directors, to execute and deliver other documents and instruments and to sign checks, drafts, notes and orders for the payments of money subject to the limits described in these Bylaws. The Treasurer shall have such other duties and powers as designated by the Board of Directors or the Chief Executive Officer.

ARTICLE III

GENERAL PROVISIONS

Section 3.1 Execution of Instruments. Except as otherwise provided in these By laws, the Board may authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instruments in the name of or on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized by the By laws, no officer, agent, or employee shall have any power to bind the Corporation by any contract or engagement, to pledge the Corporation’s credit, or to render it liable monetarily for any purpose or amount.

Section 3.2 Checks and Notes. The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of the Corporation. One officer shall sign all bills, notes, receipts, acceptances, endorsements and checks of the Corporation in an amount up to and including

100,000. Two officers shall cosign all bills, notes, receipts, acceptances, endorsements and checks of the Corporation in an amount over $100,000.

Section 3.3 Contracts. The officers and other authorized signatories of the Corporation are authorized to use Echosign or other methods of electronic-signatures whenever possible when executing contracts and other documents and instruments.

Section 3.4 Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise including stocks, bonds or other securities, as the Board of Directors may deem desirable.

Section 3.5 Office. The office of the Corporation shall be located at such place as the Board of Directors may determine. The Corporation may also have offices at such other places, within or outside of the State of Delaware, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.

Section 3.6 Books. There shall be kept in electronic form within the systems of the Corporation correct books of account of the activities and transactions of the Corporation including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these ByLaws, and all minutes of meetings of the Board of Directors.

Section 3.7 Fiscal Year. The fiscal year of the Corporation shall commence October 1 of each calendar year and end with September 30 in the following calendar year or such other period as may be determined by the Board of Directors.

Section 3.8 Liability to the Corporation. No Director shall be personally liable to the Corporation for monetary damages for breach of fiduciary duty as a Director, except for:

(a) Any breach of the Director’s duty of loyalty to the Corporation;

(b) Acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; or

(c) Any transaction from which the Director derived an improper personal benefit.

Section 3.9 Indemnification. The Corporation shall to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that they, or their testator or intestate was a Director, officer, employee or

agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses including attorneys' fees. Provided that no indemnification shall be provided for any such person with respect to any matter as to which that person shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of Directors who are not at that time parties to the proceeding.

Section 3.10 Amendments. These By Laws may be amended or repealed, in whole or in part, by a vote of the majority of the Board of Directors except that any amendment which increases the quorum requirement or the proportion of votes necessary for the transaction of business or of any specified item of business must be authorized by a vote of two thirds of the entire Board.

TABLE OF CONTENTS

ARTICLE I BOARD OF DIRECTORS 1

Section 1.1 Powers. 1

Section 1.2 Number. 1

Section 1.3 Election; Term of Office 1

Section 1.4 Removal 1

Section 1.5 Resignation. 2

Section 1.6 Vacancies. 2

Section 1.7 Annual Meetings. 2

Section 1.8 Regular and Special Meetings. 2

Section 1.9 Notice of Meetings 2

Section 1.10 Quorum and Voting. 2

Section 1.11 Action by the Board. 3

Section 1.12 Committees. 3

ARTICLE II OFFICERS 3

Section 2.1 Number 3

Section 2.2 Election and Term. 4 Section 2.3 Resignation and Removal. 4

Section 2.4 Employees and Other Agents 4

Section 2.5 Chairperson and Vice Chairperson. 4

Section 2.6 Chief Executive Officer. 4

Section 2.8 Secretary. 5

Section 2.9 Treasurer. 5

ARTICLE III GENERAL PROVISIONS 5

Section 3.1 Execution of Instruments. 5

Section 3.2 Checks and Notes. 6

Section 3.3 Contracts. 6

Section 3.4 Investments. 6

Section 3.5 Office 6

Section 3.6 Books 6

Section 3.7 Fiscal Year. 6

Section 3.8 Liability of the Corporation. 6

Section 3.9 Indemnification 7

Section 3.10 Amendments 7

ARTICLES OF INCORPORATION

TAX-EXEMPT LETTER

CORPORATE POLICIES

TNTP, INC.

CONFLICT OF INTEREST POLICY

Adopted by the Board of Directors on October 17, 2022

Article I Purpose

The purpose of this Conflict of Interest policy is to protect the interests of TNTP, Inc. (“TNTP”) when it considers a transaction or arrangement that may (1) benefit the private interest of an officer, director, or Committee Member (defined below), (2) benefit a Key Employee (defined below), or (3) result in a possible Excess Benefit Transaction (defined below). This policy supplements but does not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

A conflict of interest arises whenever the personal or professional interests of a TNTP officer, director, Committee Member or Key Employee is potentially at odds with the best interests of TNTP. For example, a potential conflict of interest arises when a director or the spouse of a director performs professional services for TNTP, or a partner proposes that a relative or friend be considered for a staff position. Such transactions are perfectly acceptable if they benefit TNTP and if TNTP’s Board made the decision to enter into the transactions in an objective and informed manner. Even if they do not meet these standards, such transactions are usually not illegal. They are, however, vulnerable to legal challenges and public misunderstanding. Loss of public confidence and a damaged reputation are the most likely results of a poorly managed conflict of interest.

Article I Purpose

1. Committee Member. A Member of a TNTP committee with Board delegated powers.

2. Interested Person. Any TNTP director, officer, Committee Member, or Key Employee who has a direct or indirect Financial Interest or other Conflict of Interest (hereinafter referred to together as an “Interest”) with respect to a proposed or existing transaction or arrangement.

3. Key Employee. A Key Employee of TNTP is an employee who is at the Partner level or above.

4. Financial Interest. An Interested Person has a Financial Interest if the person has or has had in the last three fiscal years, directly or indirectly, through business, investment, or family:

a. an ownership or investment interest (in excess of five percent (5%) in any entity with which TNTP has a transaction or arrangement;

b. a compensation arrangement with TNTP or with any entity or individual with which TNTP has a compensation or other financial arrangement or transaction; or

c. a potential ownership or investment interest (in excess of five percent (5%) in, or compensation arrangement with, any entity or individual with which TNTP is negotiating a transaction or arrangement.

In addition, a TNTP director has a Financial Interest if they have been an employee of, or has a relative that has been a Key Employee of TNTP in the past three years.

The term “compensation” includes direct and indirect remuneration, gifts, or favors in excess of $10,000 from a single source. Compensation does not include reimbursement of out of pocket expenses incurred in connection with board and committee meetings or activities.

A Financial Interest is not necessarily a Conflict of Interest. Under Article III, a person who has aFinancial Interest may have a Conflict of Interest only if the Board or a committee decides that a Conflict of Interest exists.

5. Conflict of Interest. A Conflict of Interest means any commitment, investment, relationship, obligation, or involvement, financial or otherwise, direct or indirect, that may influence a person’s judgment.

A Conflict of Interest is present when, in the judgment of the Board of Directors, an Interested Person’s stake in the transaction is such that it reduces the likelihood that an Interested Person’s influence can be exercised impartially in the best interests of TNTP.

6. Excess Benefit. An Excess Benefit is any kind of transaction in which an Interested Person receives an economic benefit from TNTP that exceeds the fair market value of what TNTP receives in return.

Article III Application of the Policy

1. Duty to Disclose. When there is a transaction or arrangement that may present a Financial Interest or a Conflict of Interest, the Interested Person must disclose the existence of the Interest and all material facts to the directors who will consider the proposed transaction or arrangement. Disclosures should be made, in advance, before any action is taken on the matter that poses an actual or potential conflict. If the Board of Directors delegates the determination of the Conflict of Interest to a committee, the Committee Members on that committee will evaluate the existence of any Conflict of Interest.

2. Determining Whether a Conflict of Interest Exists. After the Interested Person discloses the potential Interest to the directors or Committee Members and answers any relevant questions in connection with the Interest, the Interested Person must leave the meeting. The remaining directors or Committee Members must then decide if a Conflict of Interest exists.

3. Procedures for Addressing the Conflict of Interest.

a. An Interested Person may make a presentation at the Board or Committee meeting, but after the presentation, such person must leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible Conflict of Interest.

b. The Interested Person is prohibited from influencing deliberations or votes on the transaction or arrangement involving the possible Conflict of Interest.

c. The Chairperson of the Board or Committee must, if appropriate, appoint a disinterested person or Committee to investigate alternatives to the proposed transaction or arrangement.

d. After exercising due diligence, the Board or Committee must determine whether TNTP can reasonably obtain a better transaction or arrangement from a person or entity that would not give rise to a Conflict of Interest.

e. If a better transaction or arrangement is not reasonably possible under circumstancesnot producing aConflict of Interest, the Board or Committee must determine by a majority vote of the disinterested directors (or Committee Members) whether the transaction or arrangement is in TNTP’s best interest, for its own benefit, and whether the transaction or arrangement is fair and reasonable to TNTP. In conformity with the above determination, the Board or Committee must make its decision as to whether to enter into the transaction or arrangement.

4. Violation of the Conflict of Interest Policy.

a. If the Board or Audit Committee1 has reasonable cause to believe a person has failed to disclose an actual or possible Interest, it must inform the person of the basis for such belief and give the person an opportunity to explain the alleged failure to disclose.

b. If, after hearing the person’s response and after making further investigation as warranted by the circumstances, the Board or Audit Committee determines the person has failed to disclose an actual or possible Interest, it must take appropriate disciplinary and corrective action.

5. Records of Proceedings

The minutes of the Board and all Committees with board delegated powers must contain:

a. (1) The names of the persons who disclosed or otherwise were found to have an Interest in connection with a proposed or existing transaction or arrangement; (2) the nature of the Interest; (3) any action taken to determine whether a Conflict of Interest was present; and (4) the Board’s or Committee’s decision as to whether a Conflict of Interest in fact existed.

b. (1) The names of the persons who were present for discussions and votes relating to the transaction or arrangement; (2) the content of the discussion, including any alternatives to the proposed transaction or arrangement; and (3) a record of any votes taken in connection with the proceedings.

Article IV Compensation

A voting member of the Board who receives compensation, directly or indirectly, from TNTP for services is precluded from voting on matters pertaining to the member’s compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from TNTP for services is precluded from voting on matters pertaining to that member’s compensation.

Article V Annual Statements

1. Each director, officer, Committee Member and Key Employee must annually electronically sign a statement (see exemplar in Appendix A) which affirms such person:

a. has received a copy of this Conflict of Interest policy;

b. has read and understands this Conflict of Interest policy;

c. has completed and returned the Conflict of Interest statement and disclosed all known and potential conflicts of interest that may apply to them in their function as a Board member, officer, and Key Employee of TNTP.

d. has agreed to comply with this Conflict of Interest policy; and

d. understands that TNTP is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes.

2. TNTP’s Office of the CEOwill oversee the electronic distribution and collection of the annual statements. Compliance with the Conflict of Interest Policy is designated by the Board to the Executive Committee

Article VI Periodic Reviews

1. To ensure TNTP operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax exempt status, periodic reviews must be conducted by the Board or the Audit Committee. The periodic reviews must, at a minimum, include the following subjects:

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

b. Whether partnerships, joint venture arrangements and other transactions: (1) conform to TNTP’s written policies; (2) are properly recorded; (3) reflect reasonable investment or payments for goods and services; (4) further charitable purposes; and (5) do not result in inurement, impermissible private benefit or in an Excess Benefit transaction.

To comply with this policy, TNTP may consult with outside experts. If TNTP elects to consult with outside experts, that does not remove the responsibilities of the TNTP Board or its Audit Committee under this policy.

TNTP, INC.

REPORTING PROCEDURES FOR IMPROPER ACTIONS (WHISTLEBLOWER POLICY)

Adopted by the Board of Directors on October 17, 2022

A. General Principles

1. Any employee, officer, volunteer or director of TNTP, Inc. (“TNTP”) may confidentially report in good faith any action or suspected action taken by or within TNTP that may involve a violation of law, a violation of TNTP corporate policy, a fraudulent act, or certain financial reporting/accounting irregularities (“Financial Irregularities”) described below (collectively, “Improper Actions”) without fear of retaliation. Financial Irregularities under this policy include, but are not limited to: (i) deliberate error in the preparation, evaluation, review or audit of financial statements; (ii) deliberate error in the recording and maintaining of financial records; (iii) deficiencies in or non compliance with internal policies or regulations; (iv) misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in financial records, financial reports, or audit reports; and (v) materially incomplete or inaccurate reporting of TNTP’s financial condition.

2. TNTP’s Board of Directors reserves the right, in its discretion, to interpret and amend this Policy. This Policy should not be interpreted as creating a contract of employment.

3. In order to facilitate the confidential reporting of Improper Actions, the Board of Directors has established the following procedures.

B. Administration of this Policy: The Audit Committee shall have overall responsibility for administering this Policy, except that reports of certain Improper Actions shall be handled by the Chief Strategic Growth and Finance Officer (“CSGFO")as the corporation’s “Compliance Officer” as set forth below.

C. Reporting of Improper Actions: Confidential reports of Improper Actions should be directed confidentially to the Chief Strategic Growth and Finance Officer(or, if the reporter believes that the Improper Action involves the Chief Strategic Growth and Finance Officer or a person within their direct line of supervision, then to the Vice President of Legal and General Counsel). The Chief Strategic Growth and Finance Officer is hereinafter referred to as “Compliance Officer.” Reports may be made in writing via email, or over the telephone. All e mail communications should contain the phrase “Confidential” in the subject line. All reports should be made as soon as possible so that the Improper Actions can be promptly and

thoroughly investigated. If the Improper Actions should involve a member of the Leadership Team or senior executive, then the complaint should be directed confidentially to the Board Chair.

D. Confidentiality: Reports of Improper Actions shall be deemed confidential. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct a thorough investigation and review. Such reports also may be submitted anonymously, although the inability to obtain additional information about the matters raised in the report may inhibit a thorough investigation.

E. Treatment of Complaints: Upon receipt of a report, the Compliance Officer shall determine whether the report involves Improper Actions. If so, the Compliance Officer shall be responsible for directing an appropriate investigation of the matter under the terms of this Policy and may designate one or more persons to conduct such investigation. When possible, the Compliance Officer or his/her designee will acknowledge receipt in writing of the report to the sender).

1. The Audit Committee and Board Chair will be notified in writing of the receipt of an Improper Action Report.

2. All TNTP employees, officers, directors, and volunteers have a duty to cooperate with investigations conducted under this Policy.

3. The Audit Committee will advise the full Board on any corrective action.

F. Non-Retaliation

1. Any employee, officer, director, or volunteer who believes they have been subject to retaliation as defined in Paragraph F.1 above should confidentiallyreport the alleged retaliatory action to the Compliance Officer or the Compliance Officer’s designee who is handling or who handled the investigation of Improper Action.

2. This protection from retaliation is not intended to prohibit TNTP from taking any action, including adverse employment actions (such as discipline) for any legitimate, non retaliatory reason, including for misconduct, including making a fraudulent report under this Policy, and poor performance.

G. Acting in Good Faith: Reports of Improper Action under this Policy must be made in good faith. In this regard, the reporter should have reasonable grounds to suspect that (i) conduct was engaged in or actions were taken, which (ii) may be a violation of the law or of TNTP policy, or may constitute fraud, or that may otherwise be an Improper Action as set forth in Section 3 above.

H. Notice: Each TNTP employee, officer, director, and volunteer (who provides substantial services) shall receive a copy of this Policy. Questions about the Policy should be directed to the Compliance Officer.

TNTP, Inc.

GIFT ACCEPTANCE POLICY AND PROCEDURES

Adopted by the Board of Directors on October 17, 2022

The mission of TNTP, Inc. (“TNTP”) is to end the injustice of educational inequality by providing excellent teachers to the students who need them most and by advancing policies and practices that ensure effective teaching in every classroom. The ability of TNTP to fulfill and further enhance its mission is dependent on the generosity of donors. TNTP may solicit and accept gifts from individuals, corporations, foundations, and federal, state, and local governments. TNTP may accept gifts only for programs, services and purposes consistent with TNTP’s mission, goals and priorities, as determined by its Board of Directors.

TNTP’s Board and senior staff are responsible for protecting its integrity and independence. Gifts that may expose TNTP to adverse publicity, require expenditures beyond TNTP’s resources, involve TNTP in unexpected responsibilities because of their source, condition, or purposes, or are not consistent with our mission will not be accepted.

The following policies and procedures (the “Policy”) govern acceptance of gifts made to TNTP for the benefit of any of its programs. This Policy is intended for internal use by the entire organization.

I. Roles and Responsibilities: Gift Acceptance Committee, and Chief Executive Officer

TNTP’s Gift Acceptance Committee shall consist of the Chief Executive Officer, Chief Strategic Growth and Finance Officer, and Executive Vice President of Strategy, Policy, Advocacy and Community Coalitions. The Gift Acceptance Committee is responsible for reviewing all gifts made to TNTP, properly screening and accepting those gifts, making recommendations to the Board of Directors on gifts designated as restricted and equaling or exceeding $250,000 as necessary and appropriate, and ensuring that all tax acknowledgement and reporting obligations are fulfilled.

When necessary and appropriate, the Gift Acceptance Committee will bring questions and recommendations to the Board of Directors when gifts are both designated as restricted and equal or exceed $250,000 or the circumstances surrounding a gift raise significant institutional issues. Such a situation would arise if, for example, a large gift were made to TNTP that was designated as restricted to a specific program that the Board has not approved. The Board may seek the input of legal counsel on such gifts before making a final recommendation.

The Chief Executive Officer will set standards for organization wide naming opportunities and other forms of donor recognition. It is the responsibility of the Chief Executive Officer, when presented with a gift or bequest that includes naming opportunities, to bring such gifts to the attention of the Board of Directors prior to accepting such gifts.

II. Types of Gifts

TNTP may accept the following types of gifts: • Cash

• Marketable Securities

• Tangible Personal Property

• Charitable Remainder Trusts

• Charitable Lead Trusts

• Retirement Plan Beneficiary Designations

• Bequests

• Life Insurance Beneficiary Designations

• Cash gifts from an individual’s or corporation’s donor advised fund. TNTP does not sponsor donor advised funds; donors who are interested in establishing a donor advised fund may contact their local community foundation or speak with a wealth advisor.

• In kind contributions of non cash gifts, including services, time, and expertise.

The following criteria govern the acceptance of each gift form:

1. Cash. Cash is acceptable in any form. Checks shall be made payable to TNTP and shall be delivered to TNTP’s Bank of America lockbox. Gifts made by credit card may be charged on MasterCard, American Express, Discover, Diners Club, JCB, or Visa. TNTP cannot accept foreign currency; all funds should be received in US Dollars.

2. Marketable Securities. TNTP may accept publicly traded securities, defined as securities traded on a recognized national exchange in the United States (e.g., NYSE, NASDAQ, etc.). It does not accept closely held securities.

a) Publicly Traded Securities. Publicly traded securities may be transferred to an account maintained at one or more brokerage firms or delivered physically with the transferor’s signature or stock power attached. As a general rule, all marketable securities shall be sold upon receipt unless otherwise directed by TNTP’s Board of Directors. In some cases marketable securities may be restricted by applicable securities laws. In such cases the Gift Acceptance Committee shall determine whether to accept the restricted securities.

3. Tangible Personal Property. TNTP may accept gifts of tangible personal property (gifts in kind), including, but not limited to office equipment, furniture, food, artwork, and collectibles, to the extent that they can be utilized by TNTP in fulfilling its charitable mission or are readily marketable. Gifts of tangible personal property shall be evaluated under the following criteria:

• Does the property fulfill the mission of TNTP?

• Is the property marketable?

• Are there any undue restrictions on the use, display or sale of the property?

• Are there any carrying costs for the property?

Gifts in kind shall be made pursuant to a “Deed of Gift” with a complete description of the item(s) being donated; an estimate of value; astatement that the donor(s)makes an unconditional gift of the item(s) and transfers not only legal and beneficial title, but also all other rights associated with the item(s); the donor(s) signature; date; and the signature of the TNTP representative accepting the gift. In case of a donation of an undivided fractional interest in art or other tangible property, the Deed of Gift must be notarized.

4. Life Insurance Beneficiary Designations. TNTP may accept funds as a beneficiary or contingent beneficiary of a life insurance policy.

5. Charitable Remainder Trusts. TNTP may accept designation as remainder beneficiary of a charitable remainder trust with the approval of the Gift Acceptance Committee. TNTP will not accept an appointment as trustee of a charitable remainder trust.

6. Charitable Lead Trusts. TNTP may accept a designation as income beneficiary of a charitable lead trust with the approval of the Gift Acceptance Committee. TNTP will not accept an appointment as trustee of a charitable lead trust.

7. Retirement Plan Beneficiary Designations. TNTP may accept designation as a beneficiary of a retirement plan.

8. Bequests. Donors and supporters of TNTP are encouraged to make bequests to TNTP under their wills and trusts. The provisions of these policies and guidelines shall apply to all bequests received by TNTP for any of its programs or services.

• Among donors’ options are residuary and contingent bequests. A residuary bequest will give TNTP all or a portion of the estate after all debts, taxes, expenses, and all other bequests have been paid. A contingent bequest will ensure that, despite unforeseen circumstances, specified property will pass to TNTP rather than unintended beneficiaries.

• Donors should be advised that the needs, policies, and circumstances of TNTP can change in unforeseen ways. TNTP’s administration must have the flexibility to make use of funds in the best interest of the institution in accordance with donor interests and specifications. Thus, donors are advised to give either unrestricted bequests to TNTP or to describe the specific purposes of their gifts as broadly as possible and to avoid detailed limitations and restrictions. Donors may be encouraged to consider granting TNTP the right to modify the gift restriction to use for a similar purpose should it become impossible, impractical or wasteful to fulfill given changed circumstances (e.g., a restricted bequest to seek a cure for polio despite the fact that a cure has already been found).

• In order to expedite Estate distributions, provisions in the donor’s will or trust agreements should include the statement: “I give, devise, bequeath [assets/percent share of the residue of my estate] to TNTP, Inc., with its principal office at 500 7th Avenue, 8th Floor, New York, NY 10018.”

9. In Kind Non Cash Contributions of Services, Time and Expertise: TNTP may accept a non cash gift, including services, time, and expertise. Individuals, corporations, and businesses can all make in kind donations.

III. Use of Legal Counsel

TNTP shall seek the advice of legal counsel in matters relating to acceptance of gifts, when appropriate. Review by counsel is recommended for:

• Closely held stock transfers that are subject to restrictions or buy sell agreements.

• Gifts of corporation stock.

• Documents naming TNTP as a trustee.

• Gifts involving contracts or other documents requiring TNTP to assume an obligation.

• Transactions with potential conflict of interest (e.g., a gift of encumbered property by a director, trustee or officer).

• Other instances in which use of counsel is deemed appropriate by the Gift Acceptance Committee.

IV. Donor Relations

A. General TNTP staff and representatives should strive to assist donors in supporting the achievement of TNTP objectives. TNTP staff and representatives should anticipate potential conflicts of interest between the donor and TNTP and seek to avoid pressure or influence when soliciting a gift.

B. Confidentiality & Anonymity Absent donor consent to publicize or acknowledge a gift, details of transactions between a donor and TNTP will be held in confidence within TNTP pursuant to TNTP’s Donor Privacy Policy. TNTP will not provide or sell donor names and/or personal information to brokers, insurance agents or outside commercial parties for any purpose.

TNTP will honor a donor’s wish to remain anonymous and take reasonable steps to safeguard a donor’s identity. If a gift without a known restriction for anonymity is to be used in a public announcement (i.e. a press release) or other marketing purposes, TNTP staff will make best effort attempts to notify the donor and secure donor permission in advance when possible. Disclosure of gifts to TNTP Board members, employees and volunteers is not considered a public announcement.

C. Independent Advice for Donors TNTP urges all prospective donors to seek the assistance of personal legal and financial advisors in matters relating to their gifts and the resulting tax and estate planning consequences, prior to entering into a gift commitment with TNTP, to ensure the donation fulfills the donor’s charitable intentions and expectations. TNTP reserves the right, if necessary, to require that a donor consult with independent counsel to ensure there has been no undue influence, that the donor is mentally competent to legally transfer property and that the donor has sufficient title or ownership and control tospecified property. TNTPmaynot act as apersonal consultant or tax advisor to any donor. It is the responsibility of the donor to obtain, and bear the costs of, independent legal counsel. TNTP will comply with the Model Standards of Practice for the Charitable Gift Planner promulgated by the National Association for Charitable Gift Planners (CPG).

D. Note

on Appraisals

If a donor provides TNTP with an appraisal of a proposed gift, TNTP shall advise the donor in writing that TNTP is not be responsible for determining whether it meets the definition of a “qualified appraisal” as defined in federal income tax code and regulations. Instead, donors should have such determinations made by their own tax advisors.

V. Restrictions on Gifts

TNTP will accept unrestricted gifts and gifts for specific programs and purposes, provided that such gifts are deemed to be consistent with its stated mission, purposes and priorities. To ensure maximum flexibility in pursuit of TNTP’s mission, donors should be encouraged to make unrestricted gifts.

TNTP will not accept gifts that are overly restrictive in purpose. Gifts that are overly restrictive are those that violate the terms of its corporate charter, gifts that are deemed too difficult to administer, gifts that inhibit TNTP from accepting gifts from other donors, or gifts that are for purposes outside the mission of TNTP. All final decisions on the restrictive nature of a gift, and its acceptance or refusal, shall be made by the Gift Acceptance Committee.

TNTP cannot accept gifts that involve unlawful discrimination based upon race, sexual orientation, gender, age, national origin, disability or any other basis prohibited by federal, state, and local laws and regulations or contradictory to TNTP’s mission and values. Nor can TNTP accept gifts that would obligate it to act in any manner that may jeopardize its tax exempt status, result in the payment of income tax, or violate any other applicable law or regulation.

a) Variance Power In its standard gift or pledge agreement (excluding restricted philanthropic grants from private foundations), TNTP generally reserves the right to broaden or modify the purpose of a restricted gift or bequest if the original purpose of that restriction becomes impossible, impracticable, obsolete, or otherwise no longer meets the needs or purposes of the organization. If TNTP cannot honor a condition or restriction, or if a donor does not permit TNTP to include such variance power language in the gift agreement to permit it to modify a restriction in compliance with TNTP policies, then TNTP may choose not to accept that gift or bequest or may decide to terminate the acceptance of an ongoing gift arrangement.

VI. Tax Law Compliance

1. Gift Acknowledgments

a) The Partner of Development, Chief Strategic Growth and Finance Officer, Executive Vice President of Strategy, Policy, Advocacy and Community Coalitions, Chief of Staff or Chief Executive Officer shall be responsible for acknowledging all gifts made to TNTP.

b) TNTP shall provide written acknowledgements to all donors, regardless of amount. Such acknowledgements shall (a) state the amount of cash received or, in the case of gifts of property, describe (but not value) the property; and, for gifts other than “quid pro quo” gifts, shall state: “You received no goods or services in connection with your gift.”

c) In the case of “quid pro quo” gifts, i.e., gifts in which the donor receives something of value in exchange for the gift, TNTP shall provide written acknowledgement for all gifts of more than $75. Such acknowledgements shall (a) state the amount of cash received or, in the case of gifts of property, describe (but not value) the property; (b) describe the goods and/or services provided to the donor, along with a good faith estimate of their value; and (c) state that only the excess over such value is deductible by the donor as a charitable contribution. E.g.: “Thank you for your gift of $200. You received a dinner with a value of $50. $150 of your gift may be deducted as a charitable contribution, subject to applicable limits.”

2. Appraisals. For a gift of property for which a donor claims a charitable contribution deduction of more than $5,000, the donor must obtain a qualified appraisal, as defined in Treasury Regulations. The cost of any such appraisal shall be borne by the donor. The appraisal must be obtained no earlier than 60 days before the date of contribution of the appraised property and no later than the due date, including extensions, of the tax return on which the donor first claims the deduction.

3. IRS Tax Form 8283: Donor Reporting. A donor who claims a deduction for non cash property of more than $500 must file a Form 8283 with the tax return on which the donor claims the deduction for the property. While it is the donor’s responsibility to file the form, the form requires a signature on behalf of TNTP to acknowledge receipt of the property. The form does not require TNTP to include a certification as to the value of the property. This form must be signed by TNTP’s Executive Vice President of Central Operations.

4. IRS Tax Form 8282: Reporting Sales of Gift Assets. The Chief Strategic Growth and Finance Officer is responsible for filing IRS Form 8282 upon the sale or disposition of any asset sold within three years of receipt by TNTP when the value of the item claimed on Form 8283 exceeds $5,000. TNTP must file this form within 125 days of the date of sale or disposition of the asset.

VII. Gift Processing

All gifts to TNTP should be directed through the Chief Executive Officer or TNTP’s online giving portal where they will be properly recorded and acknowledged. All gifts will be recorded by the respective recipient department in TNTP’s customer relationship management (CRM) and financial systems. Most gifts will be forwarded to the Finance Department. However, if a department receives funds directly, they are responsible for forwarding same to the Finance Department.

The acceptance procedure is completed by the presentation to the donor of an official gift acknowledgement and receipt.

CASH/CHECK/CREDIT CARD DONATION: The Finance Department will process all checks and credit card donations no later than seven business days after they are received. The date of gift that is logged into the financial records and cited in the gift acknowledgement letter will be the date of postmark. Donors making contributions via wire transfer should receive instructions from the Finance Department, with the guidelines in Appendix I.

ONLINE CREDIT CARD DONATION: Online donations are processed by Stripe, the back end processor of TNTP’s online giving platform, and are automatically entered into TNTP’s CRM system, Salesforce. The date of gift that is logged into the financial records and cited in the gift acknowledgement letter will be the date the gift was made online.

PERSONAL PROPERTY: Will be processed according to type with the advice of TNTP’s outside attorneys.

STOCKS/SECURITIES: Donors making stock/securities contributions should receive instructions from the Chief Executive Officer or the Finance Department.

MATCHING GIFTS: Many corporations match the gifts their employees and retirees make to TNTP. Donors should be encouraged to ask their firm’s human resources department for a matching form and submit it with their contribution.

VIII. Periodic Review

The Board’s Audit Committee will review this Policy periodically to ensure it accurately describes the ongoing policies of TNTP and will propose any changes to the executive management staff for consideration.

*****************************************

This Policy has been reviewed and accepted by the Board of Directors for final approval and adoption.

Approved on the day of , 2022 .

[Title] NAME

Procedure for Making Gifts via Wire Transfer to TNTP

Donors wishing to make a gift via Wire Transfer or a Donor Advised Fund (DAF) should contact the Partner of Development or Finance Department for specific instructions. It is important for the Development team to receive advance notice of an incoming Wire Transfer or Donor Advised Fund (DAF) donation for donor identification and tracking purposes, as donor information does not transmit through the Wire Transfer system and information provided by a Donor Advised Fund (DAF) is limited.

The Development or Finance Department will provide instructions and bank information to the donor to complete a gift via wire transfer or through a Donor Advised Fund (DAF). Key bank information will include:

• Account Name

• Bank Name

• Bank Address

• Bank Contact Name

• ABA #

• Account #

It will be the responsibility of the Finance Department to notify the Chief Strategic Growth and Finance Officer, Executive Vice President of Strategy, Policy, Advocacy and Community Coalitions and the Partner of Development of all incoming gifts viaWire Transfer to ensure that they are properly recorded in the financial systems.

DOCUMENT RETENTION POLICY

TNTP, INC.

Adopted by the Board of Directors on October 17, 2022

Purpose: This Document Retention Policy establishes the procedures that all employees of TNTP, Inc. (“TNTP”) must follow regarding the retention and destruction of documents. The primary goal of this Policy is to retain all documents that TNTP is required to maintain, as well as any other documents that should be maintained for a designated period of time because they are likely to continue to be important to ongoing business efforts and to protect TNTP’s interests. A s econdary, but important, purpose of this Policy is to reduce record storage costs by discarding records that TNTP is not required to maintain and the retention of which is no longer necessary to the operation of TNTP.

Retention: Attached at Appendix A is TN TP’s records retention schedule. Documents that are not listed but are substantially similar to those listed in the schedule, must be retained in a protected or safe environment for the appropriate length of time. “Document” includes any record within the categories set forth in Appendix A in whatever form it is stored: hard copy or electronic.

Electronic documents: Electronic Documents will be retained as if they were paper documents. Therefore, any electronic files that fall into one of the document types in Appendix A will be maintained for the appropriate amount of time. Backup and recovery methods will be tested on a regular basis.

Document Destruction: Each person whose job description includes the custody and/or maintenance of the documents identified in Appendix A is responsible for the ongoing process of identifying records which have met the required retention period and overseeing their destruction. The method of destruction may be determined by contract requirements. Please reach out to the Legal Team for further assistance.

Reporting Requests for Documents: An employee who receives any request for TNTP documents or records (whether pursuant to subpoena, government audit or investigation), or any other legal pleading or filing, must immediately forward it to the Vice President of Legal and General Counsel) These types of requests typically have firm deadlines associated with them. Missing these deadlines could potentially result in fines, penalties, and other costs being assessed against TNTP. Your attention to the prompt tra nsmission of these requests to the Chief Strategic Growth and Finance Officer is, therefore, critically important.

Suspension of Document Destruction / “Holds”:

Record retention is especially important in the context of litigation. The absence of a document, without a justifiable basis, may give rise to the inference that the contents of the document were adverse to TNTP’s position. Accordingly, document destruction will be suspended immediately upon issuance of a notice, known as a “legal hold,” by the Vice President of Legal and General Counsel, the Board of Directors, or his, her or their designee, upon any indication of an officia l investigation or when a lawsuit or other legal action is commenced or appears imminent. During a legal hold, no specified records may be destroyed until the legal hold is withdrawn. This includes destruction of documents in the ordinary course of business.

Similarly, on occasion, TNTP may undergo tax audits by the Interna l Revenue Service or state tax authorities. Such audits will require that documents relevant to the audit be placed on “audit hold” and not discarded or destroyed pursuant to this Policy. In those cases where the Chief Strategic Growth and Finance Officer has circulated an “audit hold” memoranda to alert employees to the need to collect and maintain certain documents, those documents must still be retained if no authorization to release from audit hold has been issued for those documents.

Once the need to maintain documents for legal or audit purposes has passed, the retention practices and procedures outlined in this Policy will once again apply to these materials. If you have any questions about this Policy, please contact the Vice President of Legal and General Counsel or the Chief Strategic Growth and Finance Officer.

Attachment A

Three Years

Applications and resumes for applicants that are not hired Bank statements

Candidate records (3 years or as advertised to candidate) Internal audit documents

Legal correspondence (including email documenting legal determinations, opinions and questions)

Reconciliations

Recruitment and candidate information (or as advertised to the candidate) Recruitment materials

Program work papers and general correspondence (3 years past contract expiration) Unfunded grant and RFP applications

Five Years

Data destruction plan (5 years past replacement)

Employment tax documentation

Internal employee policies and handbooks (5 years past replacement)

Seven Years

Accounts payable ledgers and schedules

Accounts receivable ledgers and schedules

Benefit records and plan participation

Budgets

Checks

Confidentiality/non disclosure agreements (7 years past expiration)

Consent forms (beyond expiration of the use of data, video, etc.)

Contracts and grants (seven years past expiration)

Electronic payment records

Employee personnel records and evaluations (seven years past employee termination)

Expense reports

Invoices

Participant policies and handbooks (7 years past program termination)

Journals (including payroll records and summaries)

Purchase orders

Timesheets

Training materials

Ten Years

External audits

Program participant selection, training and certification records

Participant recruitment, selection, training and certification records (10 years past program exit)

Applications for individuals who are hired and personnel records (10 years past termination)

Permanently

Application for tax exempt status, tax determination letter

IRS tax return and documentation

Articles of incorporation and other organizational formation documents

Board meeting minutes, bylaws and board adopted policies

Copyright, patent and trademark registrations, trade secrets

Correspondence detailing significant business transactions or decisions

Financial statements (year end), general ledgers and year end trial balances, inventory, asset and depreciation schedules

Insurance policies and related documentation (including accident reports and claims)

Loan documents

Licensing documents

Benefit plans and information

Real estate transactions

Retirement records

State filings with the Secretary of State, business licenses and authorizations to do business

Other

Work product and contract deliverables (set by contract)

Hardware and backup media (end of useful life)

Program documentation (program destruction)

General correspondence (Includes documentation supporting the regular operation of business processes and implementation of programs.) (12 months)

BOARD COMMITTEE CHARTERS

EXECUTIVE COMMITTEE CHARTER

TNTP, INC.

Adopted by the Board of Directors on October 17, 2022

Purpose

The Executive Committee is appointed by the Board of Directors (the “Board”) of TNTP, Inc. (“TNTP”) to exercise the powers and duties of the Board between Board meetings and while the Board is not in session, and implement the policy decisions of the Board.

Committee Membership

The Executive Committee shall consist of the Board Chair, Board Vice Chair, Chief Executive Officer, Chief of Staff , Treasurer and at least one additional board member, as determined and appointed to a three year term by the Board with an option to renew for additional terms. Executive Committee members may be replaced by the Board at any time. The Chair of the Board will serve as the Chair of the committee.

Two Board members of the Executive Committee shall be necessary to constitute a quorum, and in every case the affirmative vote of two members shall be necessary for the taking of any action by the Executive Committee.

Meetings

The Executive Committee shall meet as often as it determines to be necessary or appropriate. The Chair shall preside at each meeting and, in the absence of the Chair, one of the other members of the Executive Committee shall be designated as the acting chair of the meeting. The Chair (or acting chair) may direct appropriate members of management and staff to prepare draft agendas and related background information for each Executive Committee meeting. The draft agenda shall be reviewed and approved by the Executive Committee Chair (or acting chair) in advance of distribution to the other Executive Committee members. Any background materials, together with the agenda, should be distributed to the Executive Committee members in advance of the meeting. The written minutes of each meeting, in the form approved by the Executive Committee, shall be duly filed in TNTP’s records. At the request of the Board or as the Chair determines necessary, reports of meetings of the Executive Committee shall be made to the Board at its next regularly scheduled meeting accompanied by any recommendations to the Board approved by the Executive Committee.

Committee Authority and Responsibilities

During intervals between meetings of the Board, the Executive Committee shall possess and may exercise the full authority of the Board and such other authority as may from time to time be lawfully delegated to the Executive Committee by the Board; provided, however, that the Executive Committee shall not have the power or authority to do the following:

• Adopt, amend or repeal TNTP’s Certificate of Incorporation or By Laws;

• Amend or repeal any resolution of the Board, which by its express terms is not so amendable or repealable;

• Appoint committees of the Board or the members thereof;

• Elect a director;

• Appoint a Chief Executive Officer; or

• Exercise any powers or duties which have been specifically delegated to another committee of the Board.

For the avoidance of doubt, but without limiting the generality of the foregoing, the Executive Committee shall have the authority to do the following:

• Annually review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluate the Chief Executive Officer’s performance in light of those goals and objectives and determine the Chief Executive Officer’s and Executive Team’s compensation level based on such evaluation and an assessment of appropriate comparability data from similarly situated organizations;

The Executive Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Audit & Finance Committee Charter

TNTP, Inc.

I. Mission and Purpose

The Audit & Finance Committee will assist the Board of Directors of TNTP (“TNTP”) and the Executive Committee in fulfilling its oversight responsibilities by:

• Reviewing the annual financial statements, including any complex transactions, underlying issues, as well as material valuations of assets, liabilities, contingencies, or commitments.

• Reviewing and approve the annual operating budget, prior to recommending it to the full Board for approval. Review and document any interim changes to the budget. Assist management to establish benchmarks to monitor performance.

• Reviewing TNTP’s interim financial results at least twice per year.

• Identifying the major risks in the long term strategic plans for TNTP and communicating those risks to the full Board.

• Ensuring an appropriate capital structure and operating reserve.

• Evaluating and monitoring the adequacy of the overall systems of internal control and risk mitigation and whether or not management has established a tone in its operations that stresses the importance of a sound internal control environment This control environment includes (a) organization structure, (b) management philosophy and operating style, (c) integrity of employees, (d) corporate culture and (e) organizational values. Assist management to determine the right timing to establish an internal audit capacity (which may be 2 to 5 years away)

• Ensuring the integrity of financial statements.

• Selecting or renewing the selection of an independent audit firm. Reviewing and approving the audit scope, plan, and fees. Monitoring the independence and performance of the independent audit firm.

• Reviewing and approve the terms of the independent auditor’s engagement at least every three years as well as any non audit services provided by the independent auditor. Reviewing and approving the scope of the auditor’s engagement.

• Reviewing the audit results together with the independent audit firm.

• Reviewing and discussing with the independent audit firm:

a. Any risks or weaknesses in the organization’s internal controls prior to the commencement of the audit b. Any restrictions on the auditor’s activities or access to information

c. Any significant disagreements between the auditor and organization management d. The organization’s accounting and financial reporting processes

e. Assess all recommendations in the Auditors’ management letter

f. Report the results of the annual audit to the Board

Adopted by the Board of Directors on October 17, 2022

• Recommending the appointment, and, if appropriate, the termination of the independent auditor. Evaluate, compensate, and in conjunction with the Chief Strategic Growth and Finance Officer, oversee the work of the independent auditor who shall report directly to the Committee.

• Reviewing the IRS Form 990

• Maintaining open and direct lines of communication with the Board, management, and independent auditors.

• Encouraging practices that assure compliance with legal and regulatory requirements and ethical standards applicable to TNTP, including overseeing the adoption and implementation of the Gift Acceptance, Conflict of Interest and Whistleblower policies.

• Ensuring that the organization has adequate systems to provide timely and accurate financial information to key decision makers.

• Ensuring that the Chief Strategic Growth and Finance Officer conducts a risk assessment annually and ensures that financial controls mitigate those risks. Become familiar with the organizations' budgetary, investment and risk management practices. Ascertain whether or not such policies have been applied consistently and appropriately.

• Reviewing any fiscal sponsorship agreements and make recommendations to the Board

• Understanding the risks inherent in the TNTP growth plans, as well as strategies to mitigate that risk. Ensure an appropriate capital structure and operating reserve. Assess capital needs required to support that plan. Pay particular attention to risks that could arise from:

a. Changes in the operating environment

b. New personnel

c. New or revamped information systems d. Rapid growth e. New technology

f. New operating model, programs, or activity g. Organizational restructuring h. New accounting standards or changes in accounting principals

i. Ascertain that levels of fundraising expenses appear reasonable

• Reviewing and approving all terms of debt programs and confirm debt limits. Approve long term leases with an expenditure of more than $100,000 annually.

• Reviewing and approving capital expenditures in excess of $100,000 that are consistent with the long range strategic plan

• Reviewing and approving short term cash investment strategies.

• Reviewing the effectiveness of the system for monitoring compliance with laws and regulations. Ascertain that the organization is conducting its affairs ethically, particularly in the areas of lobbying and fund raising practices, and that employees and Board members are aware of TNTP’s policies regarding conflicts of interest and fraud.

• Monitoring the efforts of the Chief Strategic Growth and Finance Officer and Chief Executive Officer to develop the financial skills and disciplines needed by management and staff throughout the organization.

II. Committee Membership

Committee members shall have a working knowledge of TNTP’s operating and control environment. In the sole judgment of the Board, the majority of the committee members should demonstrate proficiency in general business practices and possess a basic understanding of finance, accounting and fundamental financial statements.

The Board shall appoint the Chair and the Board members to the Committee. The Committee shall consist of at least two Board members, The Corporation’s Chief Executive Officer, Chief Strategic Growth and Finance Officer (Treasurer) Senior Vice President of Strategic Growth and Finance, Chief of Staff and the Controller. TNTP’s management will prepare the materials and participate in Committee meetings.

III. Committee Meetings

The Committee shall meet at least twice per fiscal year, via face to face meetings, video conferencing or conference calls. One meeting The second meeting, after the close of the prior fiscal year, shall include the review of the audited financial statements and the auditor’s management letter, and a private meeting with the external auditors. The Committee may hold such additional meetings, including meetings in executive session, as it deems appropriate. A quorum shall consist of two Board members.

IV. Authority

The Committee is authorized to carry out the purposes and activities described in this Charter and other actions reasonably related to the Committee’s purposes or assigned by the Board of Directors.

The Committee’s role is one of oversight. TNTP management is responsible for preparing the financial statements and/or business plans, and the auditors are responsible for auditing those financial statements. The Committee recognizes that management, staff, and the independent auditors have more time, knowledge, and detailed information about TNTP than do the Committee members. Consequently, in carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to the financial statements or any professional certification of the independent auditors’ work. Rather, in its oversight role, members are applying judgment and experience to independently assess the quality of both management’s and the auditors’ performance as well as risks inherent in TNTP’s operating plans.

The Committee shall have the power to conduct or authorize investigations into any matters within the Committee’s scope of responsibilities, with access to all books, records, and personnel. The Committee shall have the power, if needed, to retain special outside legal, accounting, or other consultants to advise it generally and to assist in the conduct of such investigations, at TNTP’s expense, and without further Board or Executive Committee approval.

The Committee shall have the power to review and approve, without further Board approval, any filings on Forms 990 or A 133 and the annual audited financial statements of TNTP.

The Committee shall, through its Chair, report periodically to the Board of Directors on the Committee’s activities and findings.

BOARD CONTACT LIST

TNTP Board of Directors

Luis Avila (Board Chair)

President, Iconico Campaigns 42 W Cambridge Ave Phoenix, AZ 85003 Email: luis@iconico.io Phone: 602 705 9976

Kenya Adjekum Bradshaw

Chief Program Officer, Reconstruction 950 University Street Memphis, TN 38107 Email: Kenyabradshaw@reconstruction.us Phone: 832 919 0851

Chris Bierly

Partner, Bain & Company, Inc. 131 Dartmouth Street Boston, MA 02116 Email: chris.bierly@bain.com Phone: 617 572 2406

Jean Claude Brizard

President and CEO, Digital Promise 1001 Connecticut Ace NW, Suite 935 Washington, DC 20036 Email: jcbrizard@digitalpromise.org Phone: 516 242 0560

Vinice Davis

Venture Partner, Imaginable Futures 1331 4th Street SE, Apt 608, Washington, DC 20003 Email: Vdavis@imaginablefutures.com Phone: 678 984 9805

Sharif El Mekki

Founder and CEO, Center for Black Educator Development 7901 Hidden Lane, Elkins Park, PA 19027

Email: El Mekki@TheCenterBlackED.org Phone: 267 228 5149

Tina Fernandez (Board Vice Chair)

Executive Director, Achieve Atlanta 191 Peachtree Street #1000, Atlanta, GA 30303 Email: tfernandez@achieveatlanta.org Phone: 512 825 5344

Matt Glickman

Lecturer in Management, Stanford Graduate School of Business

President, Promise Venture Studio 159 Melville Avenue Palo Alto, CA 94301 Email: matt@glickman.com Phone: 415 609 0353

David Howe

Chief Executive Officer, Scout Partners 399 Park Avenue, 14th Floor, New York, NY 10022 Email: dhowe@scoutllc.com Phone: 212 207 9230

Paul G. Pastorek

President and CEO,, University of Arizona Global Campus 9816 Debra Drive, River Ridge, LA 70123 Email: paul@pastorekpartners.com Phone: 225 571 0771

Delia Pompa

Sr. Fellow for Education Policy, Migration Policy Institute 214 Tammy Dr. San Antonio, TX 78216 Email: dpompa@migrationpolicy.org Phone: 202 746 1425

Tequilla Brownie Chief Executive Officer, TNTP 205 Swepston Drive Marion, AR 72364 Email: Tequilla.brownie@tntp.org Phone: 870 225 9255

500 7th Avenue, 8th Floor · New York, New York 10018 · T (718) 233 2800 · F (718) 643 9202 · tntp.org

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