Article III: Procedures

1. Duty to Disclose:In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the other Decision-makers considering the proposed transaction or arrangement and to the Board.
2. Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, they shall leave the Decision-makers’ meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Decision-makers shall decide if a conflict of interest exists. In the alternative, if no meeting takes place, the remaining Decision-makers shall make this decision by electronic vote. A vote of a majority of those Decision-makers shall be required to determine that a conflict of interest exists. The Decision-making body, if it is not the Board, shall provide notice to the Board of such decision and the basis for it. The Board may intervene if it feels the decision was inappropriate.
3. Procedures for Addressing the Conflict of Interest:
   1. An interested person may make a presentation at the Decision-makers’ meeting, but after the presentation, they shall leave the meeting during the discussion and vote on the transaction or arrangement involving the possible conflict of interest. In the alternative, if no meeting takes place, the remaining Decision-makers’ shall discuss and vote on the matter electronically, not counting the vote of the interested person.
   2. If appropriate, the Decision-makers’ shall, by majority vote, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
   3. After exercising due diligence, the Decision-makers’ shall determine whether Loconomics can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
   4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Decision-makers’ shall determine by a majority vote of the disinterested Decision-makers’ whether the transaction or arrangement is in Loconomics’ best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
   5. The Decision-making body, if it is not the Board, shall provide notice to the Board of such decision and the basis for it. The Board may intervene if it feels the decision was inappropriate.
4. Violations of the Conflicts of Interest Policy:
   1. If the Board or Decision-makers have reasonable cause to believe a Decision-maker or committee member has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose.
   2. If, after hearing the person's response and after making further investigation as warranted by the circumstances, the Board or Decision-makers determine the person has failed to disclose an actual or possible conflict of interest, they shall take appropriate disciplinary and corrective action.