2025-11-14T09:11:59-06:00 2024-12-31 131655065 LUTZ AND CARR CPAS LLP 551 FIFTH AVENUE SUITE 400 NEW YORK NY 10176 990 2024-01-01 262506162 HARMONY LABS INC C/O WEWORK LOBBY HARM 2129667606 1460 BROADWAY NEW YORK NY 10036 BRIAN WANIEWSKI EXECUTIVE DIRECTOR 2129667606 2025-11-12 1 1 FREDERICK MARTENS P00298107 2126972299 2024 2025-03-06 01:10:19Z BRIAN WANIEWSKI 1460 BROADWAY NEW YORK NY 10036 17216233 0 X WWW.HARMONYLABS.ORG X 2008 NY HARMONY LABS AIMS TO PROMOTE AND ADVANCE RESEARCH AND UNDERSTANDING OF HOW MEDIA INFLUENCE WORKS WITHIN SOCIETY AND PARTNERS WITH RELEVANT STAKEHOLDERS, INCLUDING RESEARCH, INDUSTRY AND MEDIA PRACTICIONERS TO ADDRESS KNOWLEDGE GAPS AND TO EXPERIMENT WITH AND DEVELOP SOLUTIONS THAT HAVE POSITIVE SOCIAL OUTCOMES. 8 7 19 7 0 0 1900016 15668690 1494932 1539081 0 0 1314 8462 3396262 17216233 0 0 0 0 3299090 3866734 0 0 588228 876517 892064 4175607 4758798 -779345 12457435 828877 13316440 351628 190673 477249 13125767 X HARMONY LABS AIMS TO PROMOTE AND ADVANCE RESEARCH AND UNDERSTANDING OF HOW MEDIA INFLUENCE WORKS WITHIN SOCIETY AND PARTNERS WITH RELEVANT STAKEHOLDERS, INCLUDING RESEARCH, INDUSTRY AND MEDIA PRACTICIONERS TO ADDRESS KNOWLEDGE GAPS AND TO EXPERIMENT WITH AND DEVELOP SOLUTIONS THAT HAVE POSITIVE SOCIAL OUTCOMES. 0 0 3549964 1539081 HARMONY LABS IS A MEDIA RESEARCH LAB, USING SCIENCE, DATA, AND CREATIVITY TO RESEARCH AND RESHAPE OUR RELATIONSHIP WITH MEDIA. OUR UNIQUE APPROACH RESTS ON A COMMITMENT TO RIGOROUS PARTICIPATORY PUBLIC RESEARCH, AN UNRIVALED DATA PLATFORM, WITH TRANSPARENT, PRINCIPLED DATA PRACTICES, AND ONGOING INVESTMENT IN EXPLORATION, INVENTION, AND CREATIVITY.WE'RE BUILDING A COMMUNITY OF PRIVATE MEDIA COMPANIES THAT DONATE THE DATA WE NEED TO UNDERSTAND WHAT'S GOING ON IN OUR MEDIA SYSTEMS, AND HOW THEY AFFECT PEOPLE, COMMUNITIES, AND SOCIETY AS A WHOLE. OUR DATA PHILANTHROPY COMMUNITY INCLUDES BIG COMPANIES, LIKE NIELSEN AND COMSCORE, AND SMALLER STARTUPS, LIKE PEAKMETRICS, THAT ARE SCRAPING DIFFERENT CORNERS OF THE WEB, NEWS, TELEVISION, RADIO, AND OTHER KINDS OF MEDIA. THIS DATA PHILANTHROPY SUPPORTS OUR RESEARCH EFFORTS INCLUDING, FOR EXAMPLE, AN ADJACENT COMMUNITY OF ACADEMIC RESEARCHERS (HARMONY LABS RESEARCH NETWORK) WHO ARE USING THESE DATA TO STUDY AND IMPROVE MEDIA SYSTEMS.IN ADDITION, WE HARNESS THESE INDUSTRY AND RESEARCH RELATIONSHIPS FOR OUR NARRATIVE OBSERVATORY, A FIRST-OF-ITS-KIND DATA TOOL THAT EMPOWERS CONTENT CREATORS, ADVOCATES, AND FUNDERS TO FIND, REACH, AND RESONATE WITH THE RIGHT AUDIENCE IN TODAY'S MEDIA MINEFIELD. THE NARRATIVE OBSERVATORY DELIVERS AUDIENCE-BASED INSIGHTS, NARRATIVE AND NETWORK ANALYSIS, AND EMPIRICAL VALIDATION OF CULTURAL STRATEGY AND CONTENT TO OUR PARTNERS.WE WORK WITH A WIDE RANGE OF PARTNERS ON ISSUES OF EXISTENTIAL IMPORTANCE, LIKE CLIMATE, GUN VIOLENCE, POLITICAL CORRUPTION, ARTIFICIAL INTELLIGENCE, AND MORE, USING AN APPROACH TO RESEARCH THAT IS RIGOROUS, PARTICIPATORY, AND 100% PUBLIC. ONE OF THE FIRST PAPERS WE CO-AUTHORED LOOKED AT FRACKING NARRATIVES IN DOCUMENTARY FILM. THE OUTPUTS WE'VE CREATED WITH OUR PARTNERS INCLUDE WEBSITES, PRESENTATIONS, PEER-REVIEWED PUBLICATIONS, TOOLKITS, CURRICULUM, INTERACTIVES, WHITE PAPERS, AND MEDIA. AND OUR WORK HAS BEEN COVERED IN THE PRESS, INCLUDING THE NEW YORK TIME, WIRED AND MORE.FOUNDED BY JOHN S. JOHNSON IN 2008, HARMONY LABS IS A 501(C)3 INCORPORATED IN NEW YORK STATE. FUNDERS INCLUDE ATLANTIC FOUNDATION, BILL & MELINDA GATES FOUNDATION, ROBERT WOOD JOHNSON FOUNDATION, JOHN D. AND CATHERINE T. MACARTHUR FOUNDATION, OPEN SOCIETY FOUNDATIONS, NATHAN CUMMINGS FOUNDATION, GOOGLE, AND MORE. 3549964 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 26 0 19 1 0 0 0 0 0 0 0 0 0 0 0 0 X 8 7 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 NY CA X X AMY SEWELL 2129667606 C/O WEWORK LOBBY 1460 BROADWAY NEW YORK NY 10036 JOHN S JOHNSON CHAIRMAN 1.00 X X 0 0 0 EMMA CANARICK TREASURER 1.00 X X 0 0 0 ADAM WOLFENSOHN SECRETARY 1.00 X X 0 0 0 BRIAN WANIEWSKI EXECUTIVE DIRECTOR 40.00 X X 398607 0 128610 MATTHEW BARZUN DIRECTOR 1.00 X 0 0 0 JONAH PERETTI DIRECTOR 1.00 X 0 0 0 OMAR WASOW DIRECTOR 1.00 X 0 0 0 MARYL WIDDOWS DIRECTOR 1.00 X 0 0 0 FREDERICA CONREY MARCOMM DIRECTOR 40.00 X 192777 0 57790 HIRAM P JOHNSON SCIENCE DIRECTOR 40.00 X 191558 0 50244 JUSTIN SMITH ENGINEERING DIRECTOR 40.00 X 187490 0 35061 MERCEDES COYLE LEAD SOFTWARE ENGINEER 40.00 X 160431 0 57064 JONATHAN R STEWART LEAD DATA SCIENTIST 40.00 X 169906 0 46167 1300769 0 374936 13 0 1 0 AMAZON WEB SERVICES 410 TERRY AVENUE NORTH SEATTLE WA 98109 WEB HOSTING 310178 1 15668690 15668690 PROGRAM SERVICE FEES 900099 1539081 1539081 1539081 OTHER INCOME (LOSS) 900099 8462 8462 8462 17216233 1539081 0 8462 492217 228240 30144 233833 2393899 1907486 287329 199084 109172 80787 12009 16376 670235 495974 73726 100535 201211 148896 22133 30182 14452 13007 1445 48620 48620 131019 118643 8437 3939 1189 951 238 378720 300994 77726 17961 39 17922 59543 44997 14546 7075 5801 637 637 14082 14082 SUBSCRIPTIONS/RESEARCH 131328 131180 148 DESIGN/COMMUNICATIONS 76818 72969 207 3642 MISCELLANEOUS 11257 11257 4758798 3549964 620606 588228 726149 920127 33516 5077775 7247376 15333 18500 30249 26035 46550 22050 20670 24500 2960 2127 828877 13316440 141485 144673 210143 46000 351628 190673 X 252249 407925 225000 12717842 477249 13125767 828877 13316440 12457435 191083 0 X 0 1 X 1 0 X 2245305 3361538 2673250 2091099 15668690 26039882 2245305 3361538 2673250 2091099 15668690 26039882 21512548 4527334 4382 6787 -753 1314 8462 20192 26060074 5679590 0.17370 0.18280 X HARMONY LABS INC. ("HL") QUALIFIES AS A PUBLICLY SUPPORTED ORGANIZATION BECAUSE IT MEETS THE 10% FACTS AND CIRCUMSTANCES TEST SET FORTH IN 1.170A-9(E)(3) OF THE TREASURY REGULATIONS. AN ORGANIZATION THAT FAILS TO MEET THE 33 1/3% PUBLIC SUPPORT TEST IS PUBLICLY SUPPORTED IF: (1) IT NORMALLY RECEIVES A SUBSTANTIAL PART OF ITS SUPPORT FROM GOVERNMENTAL UNITS, FROM CONTRIBUTIONS MADE DIRECTLY OR INDIRECTLY BY THE GENERAL PUBLIC, OR FROM A COMBINATION OF THESE SOURCES; (2) IT IS ORGANIZED AND OPERATED SO AS TO ATTRACT NEW AND ADDITIONAL PUBLIC OR GOVERNMENTAL SUPPORT ON A CONTINUOUS BASIS; AND (3) IT IS IN THE NATURE OF A PUBLICLY SUPPORTED ORGANIZATION, TAKING INTO CONSIDERATION CERTAIN FACTS AND CIRCUMSTANCES. AMONG THE FACTORS TO BE CONSIDERED ARE WHETHER THE ORGANIZATION HAS A GOVERNING BODY THAT IS REPRESENTATIVE OF THE BROAD INTERESTS OF THE PUBLIC, THE PERCENTAGE OF THE ORGANIZATION'S PUBLIC SUPPORT ABOVE THE 10% THRESHOLD, THE SOURCES OF THEORGANIZATION'S SUPPORT, AND THE AVAILABILITY OF THE ORGANIZATION'S FACILITIES OR SERVICES TO THE GENERAL PUBLIC.1. SUBSTANTIAL SUPPORT FROM THE GENERAL PUBLIC. AN ORGANIZATION IS TREATED AS NORMALLY RECEIVING A SUBSTANTIAL AMOUNT OF GOVERNMENTAL OR PUBLIC SUPPORT IF THE TOTAL AMOUNT OF GOVERNMENTAL AND PUBLIC SUPPORT NORMALLY RECEIVED EQUALS AT LEAST 10% OF THE TOTAL SUPPORT NORMALLY RECEIVED BY THE ORGANIZATION. FOR THE FIVE-YEAR PERIOD FROM 2020 THROUGH 2024, HL RECEIVED 13.99% OF ITS TOTAL SUPPORT FROM CONTRIBUTIONS MADE BY THE GENERAL PUBLIC.2. ATTRACTION OF PUBLIC SUPPORT. TO SATISFY THE 10% FACTS AND CIRCUMSTANCES TEST, AN ORGANIZATION "MUST BE SO ORGANIZED AND OPERATED AS TO ATTRACT NEW AND ADDITIONAL PUBLIC OR GOVERNMENTAL SUPPORT ON A CONTINUOUS BASIS." TREAS. REG. 1.170A-9(E)(3)(II). THE TREASURY REGULATIONS PROVIDE THAT AN ORGANIZATION WILL BE CONSIDERED TO MEET THIS REQUIREMENT IF IT MAINTAINS A CONTINUOUS AND BONA FIDEPROGRAM FOR SOLICITATION OF FUNDS FROM THE GENERAL PUBLIC OR COMMUNITY, OR IF IT CARRIES ON ACTIVITIES DESIGNED TO ATTRACT SUPPORT FROM GOVERNMENTAL UNITS OR OTHER PUBLIC CHARITIES. IN DETERMINING WHETHER AN ORGANIZATION MAINTAINS A CONTINUOUS AND BONA FIDE PROGRAM FOR SOLICITATION OF FUNDS FROM THE GENERAL PUBLIC OR COMMUNITY, CONSIDERATION IS TO BE GIVEN TO WHETHER THE SCOPE OF THE ORGANIZATION'S FUND-RAISING ACTIVITIES IS REASONABLE IN LIGHT OF ITS CHARITABLE ACTIVITIES. TO DATE, HL HAS BEEN FOCUSED PRIMARILY ON ITS CHARITABLE MISSION AND OPERATIONS. HL'S DEVELOPMENT STAFF DUTIES AND RESPONSIBILITIES INCLUDE PURSUING TRADITIONAL SOURCES OF SUPPORT FOR THE ORGANIZATION'S OPERATIONS AND CHARITABLE ACTIVITIES (SUCH AS FOUNDATION AND CORPORATION GRANTS AND CONTRIBUTIONS FROM THE GENERAL PUBLIC) AND WORKING WITH STAFF AND THE BOARD OF DIRECTORS (THE "BOARD") TO DEVELOP AN INDIVIDUAL MAJOR GIFT CAMPAIGN. IN ADDITION, HL SOLICITS INDIVIDUAL DONATIONS THROUGH A LINK ON ITS WEBSITE HTTPS://HARMONYLABS.ORG). ACCORDINGLY, HL IS CLEARLY "SO ORGANIZED AND OPERATED AS TO ATTRACT NEW AND ADDITIONAL PUBLIC OR GOVERNMENTAL SUPPORT ON A CONTINUOUS BASIS," AS EQUIRED BY TREAS. REG. 1.170A-9(E)(3)(II).3. COMMUNITY BOARD. THE FACT THAT AN ORGANIZATION HAS A GOVERNING BODY WHICH REPRESENTS THE BROAD INTERESTS OF THE PUBLIC, RATHER THAN THE PERSONAL OR PRIVATE INTERESTS OF A LIMITED NUMBER OF DONORS (OR PERSONS STANDING IN A RELATIONSHIP TO SUCH DONORS WHICH IS DESCRIBED IN SECTION 4946(A)(1)(C) THROUGH (A)(1)(G) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED) WILL BE CONSIDERED EVIDENCE OF AN ORGANIZATION BEING PUBLICLY SUPPORTED. HL'S BOARD CONSISTS OF CIVIC AND COMMUNITYLEADERS WHO ARE BROADLY REPRESENTATIVE OF THE COMMUNITY WITHIN THE MEANING OF TREAS. REG. 1.170A-9(E)(3)(V), AMONG THEM THE MANAGING DIRECTOR OF AN INVESTMENT FIRM, AN INTERNET ENTREPRENEUR, THE FOUNDER OF AN INDEPENDENT BOOK PACKAGER AND PUBLISHER, A FOUNDATION PROGRAM OFFICER AND ONE OF THE FOREMOST AUTHORITIES ON MOBILE COMMUNICATIONS STRATEGY. THROUGH THEIR VARIED BACKGROUNDS AND EXPERTISE, THE MEMBERS OF THE BOARD ARE UNIQUELY QUALIFIED TO CONTRIBUTE TO HL'S CHARITABLE MISSION AND OPERATIONS. IN ADDITION, HL IS IN THE PROCESS OF IDENTIFYING ADDITIONAL DIRECTORS WITH VARYING BACKGROUNDS TO BE ELECTED TO THE BOARD. ACCORDINGLY, HL HAS A GOVERNING BODY WHICH REPRESENTS THE BROAD INTERESTS OF THE PUBLIC. 4. PERCENTAGE PUBLIC SUPPORT. THE TREASURY REGULATIONS PROVIDE THAT THE HIGHER THE PERCENTAGE OF SUPPORT ABOVE THE 10% REQUIREMENT FROM PUBLIC OR GOVERNMENTAL SOURCES, THE LESSER WILL BE THE BURDEN OF ESTABLISHING THE PUBLICLY SUPPORTED NATURE OF THE ORGANIZATION THROUGH OTHER FACTORS. FOR THE FIVE-YEAR PERIOD FROM 2020 THROUGH 2024, HL RECEIVED 17.37% OF ITS TOTAL SUPPORT FROM CONTRIBUTIONS MADE BY THE GENERAL PUBLIC. HOWEVER, WITH THE DEVELOPMENT STAFF AND WITH THE CONTINUED FUNDRAISING EFFORTS OF HL'S STAFF AND BOARD, HL EXPECTS THIS PERCENTAGE TO INCREASE GOING FORWARD. HL HAS THE ABILITY TO GENERATE SUBSTANTIAL PUBLIC SUPPORT, AND THAT SUPPORT IS EXPECTED TO COME FROM A WIDE VARIETY OF SOURCES,INCLUDING FOUNDATION AND CORPORATE GRANTS AND INDIVIDUAL CONTRIBUTIONS FROM THE GENERAL PUBLIC.5. HL GENERALLY PROVIDES ITS SERVICES DIRECTLY FOR THE BENEFIT OF THE GENERAL PUBLIC ON A CONTINUING BASIS. HL IS A RESEARCH CENTER THAT STUDIES THE IMPACT OF ENTERTAINMENT ON INDIVIDUALS AND SOCIETY. MUCH OF THE WORK THAT HL HAS COMPLETED SINCE ITS INCEPTION IS FREELY AVAILABLE TO THE GENERAL PUBLIC THROUGH ITS WEBSITE. ON THE BASIS OF THE FOREGOING, HL SHOULD BE RECOGNIZED AS PUBLICLY SUPPORTED FOR HAVING MET THE 10% FACTS AND CIRCUMSTANCES TEST SET FORTH IN SECTION 1.170A-9(E)(3) OF THE TREASURY REGULATIONS. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 46550 22050 24500 24500 17256793 40560 40560 17216233 0 17216233 4799358 40560 40560 4758798 0 4758798 X X X X 0 0 0 1 0 0 0 0 0 BRIAN WANIEWSKI EXECUTIVE DIRECTOR 311850 0 85000 0 1757 0 64305 0 64305 0 527217 0 50000 0 FREDERICA CONREY MARCOMM DIRECTOR 192259 0 0 0 518 0 22500 0 35290 0 250567 0 0 0 HIRAM P JOHNSON SCIENCE DIRECTOR 190780 0 0 0 778 0 13475 0 36769 0 241802 0 0 0 JUSTIN SMITH ENGINEERING DIRECTOR 186988 0 0 0 502 0 0 0 35061 0 222551 0 0 0 MERCEDES COYLE LEAD SOFTWARE ENGINEER 160010 0 0 0 421 0 22003 0 35061 0 217495 0 0 0 JONATHAN R STEWART LEAD DATA SCIENTIST 169545 0 0 0 361 0 22473 0 23694 0 216073 0 0 0 PART I, LINE 5 BRIAN WANIEWSKI, EXECUTIVE DIRECTOR, RECEIVED INCENTIVE COMPENSATION OF $85,000, ACCRUED AND INCLUDED IN DEFERRED COMPENSATION AS OF DECEMBER 31, 2024, TO BE PAID IN 2025, BASED ON A PERCENTAGE OF CERTAIN CONTRIBUTION REVENUE RAISED DURING A SPECIFIED PERIOD, AND SUBJECT TO A MAXIMUM AMOUNT BY CONTRACT. INCENTIVE AND BONUS COMPENSATION TOTALING $85000, WHICH INCLUDED $50,000 THAT WAS ACCRUED AS OF DECEMBER 31, 2023, WAS PAID IN 2024. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 IS PREPARED BY THE ORGANIZATION'S INDEPENDENT ACCOUNTANTS, AND IS REVIEWED BY THE ORGANIZATION'S CHIEF OF STAFF AND EXECUTIVE DIRECTOR. A COPY OF THE FORM 990 IS PROVIDED TO ALL OFFICERS AND DIRECTORS BEFORE THE RETURN IS FILED. FORM 990, PART VI, SECTION B, LINE 12C PURUSANT TO THE ORGANIZATION'S CONFLICT OF INTEREST POLICY, EACH DIRECTOR SHALL COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE PRIOR TO BECOMING A DIRECTOR AND ANNUALLY THEREAFTER. EACH OFFICER OR KEY PERSON SHALL COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE WHEN ASSUMING THE RELEVANT POSITION AND ANNUALLY THEREAFTER. EACH DIRECTOR, OFFICER, OR KEY PERSON SHALL PROMPTLY ADVISE THE SECRETARY OR DESIGNATED COMPLIANCE OFFICER OF ANY CHANGES TO THE INFORMATION PROVIDED IN THAT INDIVIDUAL'S LAST COMPLETED CONFLICT OF INTEREST QUESTIONNAIRE. IF DURING THE COURSE OF A BOARD OF DIRECTORS OR ANY COMMITTEE MEETING, DISCUSSION, OR DELIBERATION ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST OR RELATED PARTY TRANSACTION BECOMES APPARENT TO A BOARD OF DIRECTORS OR ANY COMMITTEE MEMBER, THE INDIVIDUAL MUST DISCLOSE SUCH ACTUAL OR POTENTIAL CONFLICT TO THE BOARD OF DIRECTORS OR THE COMMITTEE. IF ANOTHER DIRECTOR OR ANY COMMITTEE MEMBER BECOMES AWARE OF ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST OR RELATED PARTY TRANSACTION, HE OR SHE SHALL DISCLOSE SUCH CONFLICT IF THE CONFLICTED BOARD OF DIRECTORS OR COMMITTEE MEMBER IS ABSENT. IN BOTH CASES, SUCH DISCLOSURE SHALL BE MADE A MATTER OF RECORD. ONCE A RELATED PARTY TRANSACTION IS IDENTIFIED, THE INDIVIDUAL WHO IDENTIFIED THE RELATED PARTY TRANSACTION SHALL COMPLETE A RELATED PARTY TRANSACTION REVIEW REQUEST AND SUBMIT THE FORM TO THE SECRETARY OR DESIGNATED COMPLIANCE OFFICER. UPON RECEIPT OF A RELATED PARTY TRANSACTION REVIEW REQUEST, THE SECRETARY OR DESIGNATED COMPLIANCE OFFICER SHALL CONVENE A MEETING OF THE BOARD OF DIRECTORS TO REVIEW THE RELATED PARTY TRANSACTION BEFORE IT IS ENTERED INTO BY THE CORPORATION. THE BOARD OF DIRECTORS SHALL REVIEW THE RELATED PARTY TRANSACTION TO CONFIRM THAT IT IS FAIR, REASONABLE AND IN THE CORPORATION'S BEST INTERESTS TO ENTER INTO THE TRANSACTION. THE BOARD OF DIRECTORS SHALL UTILIZE THE FOLLOWING PROCESS TO APPROVE TRANSACTIONS SUBJECT TO THIS POLICY: (A) THE BOARD OF DIRECTORS MUST APPROVE IN ADVANCE THE RELATED PARTY TRANSACTION. ANY MEMBER OF THE BOARD OF DIRECTORS WHO HAS A FINANCIAL INTEREST IN THE TRANSACTION MAY NOT PARTICIPATE IN THE VOTE, NOR MAY HE OR SHE BE PRESENT DURING VOTING OR DELIBERATIONS. (B) THE BOARD OF DIRECTORS MUST MAKE ITS DECISION IN RELIANCE ON APPROPRIATE DATA AS TO COMPARABLE ARRANGEMENTS TO THE EXTENT THEY ARE AVAILABLE. (C) THE BOARD OF DIRECTORS MUST ADEQUATELY DOCUMENT ITS DECISION AND DELIBERATIONS IN THE CORPORATE RECORDS. A POTENTIAL CONFLICT OF INTEREST SHOULD BE DISCLOSED AS IT ARISES FOR CONSIDERATION BY THE BOARD OF DIRECTORS, A COMMITTEE OR INDIVIDUALS REVIEWING THE MATTER TO DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS AND WHETHER THE INDIVIDUAL SHOULD BE RECUSED FROM DELIBERATIONS AND VOTING. IF THE BOARD OF DIRECTORS OR A COMMITTEE DETERMINES THAT A CONFLICT OF INTEREST EXISTS, THEN THE INDIVIDUAL WITH THE CONFLICT OF INTEREST MAY NOT PARTICIPATE IN THE VOTE, NOR MAY HE OR SHE BE PRESENT DURING VOTING OR DELIBERATIONS ON THE MATTER. THE BOARD OF DIRECTORS OR A COMMITTEE SHOULD ALSO ADEQUATELY DOCUMENT ITS DECISION AND DELIBERATIONS IN THE CORPORATE RECORDS. DIRECTORS OR COMMITTEE MEMBERS WHO MUST LEAVE A MEETING DUE TO A CONFLICT OF INTEREST OR RELATED PARTY TRANSACTION SHALL BE DEEMED PRESENT FOR VOTING PURPOSES REGARDLESS OF WHETHER THE INDIVIDUAL RETURNS TO THE MEETING. FORM 990, PART VI, SECTION B, LINE 15 APPROVAL OF COMPENSATION: THE BOARD OF DIRECTORS MUST APPROVE IN ADVANCE THE AMOUNT OF ALL COMPENSATION TO BE PAID TO AN OFFICER. BEFORE APPROVING SUCH COMPENSATION, THE BOARD SHALL DETERMINE THAT THE TOTAL COMPENSATION TO BE PROVIDED BY THE CORPORATION TO THE OFFICER IS REASONABLE IN AMOUNT IN LIGHT OF THE POSITION, RESPONSIBILITY AND QUALIFICATION OF THE INDIVIDUAL FOR THE POSITION, INCLUDING THE RESULT OF AN EVALUATION OF THE INDIVIDUAL'S PRIOR PERFORMANCE FOR THE CORPORATION, IF APPLICABLE. IN MAKING THE DETERMINATION, THE BOARD SHALL CONSIDER TOTAL COMPENSATION TO INCLUDE THE SALARY AND THE VALUE OF ALL BENEFITS PROVIDED BY THE CORPORATION TO THE INDIVIDUAL IN PAYMENT FOR SERVICES. AT THE TIME OF THE BOARD'S DELIBERATION OR VOTE CONCERNING AN OFFICER'S COMPENSATION, SUCH OFFICER SHALL NOT BE PRESENT. THE BOARD MAY REQUEST THAT THE OFFICER PROVIDE INFORMATION AS BACKGROUND OR ANSWER QUESTIONS AT A BOARD MEETING PRIOR TO START OF DELIBERATIONS OR VOTING ON THE COMPENSATION. DOCUMENTATION OF APPROVAL: THE BOARD SHALL SET FORTH THE BASIS FOR ITS DECISIONS WITH RESPECT TO COMPENSATION IN THE MINUTES OF THE MEETING AT WHICH THE DECISIONS ARE MADE, INCLUDING THE CONCLUSIONS OF THE EVALUATION AND THE BASIS FOR DETERMINING THAT THE INDIVIDUAL'S COMPENSATION WAS REASONABLE IN LIGHT OF THE EVALUATION AND THE COMPARABILITY DATA. FORM 990, PART VI, SECTION C, LINE 19 THESE DOCUMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. HARMONY LABS LLC W/O WEWORK LOBBY 1460 BROADWAY NEW YORK NY 10036 TO CONDUCT ACCELERATOR PROGRAM DE 0 0 HARMONY LABS INC