Exhibit H

SHAREALEDGER, NFP

JOINT VENTURE POLICY

Last Revised April 30, 2021

This is the Joint Venture Policy of SHAREALEDGER, NFP, an Arizona nonprofit corporation (the “Corporation”) adopted by the Board of Directors of the Corporation on April 30, 2021. In compliance with Internal Revenue Service guidelines for approval and management of any joint venture entered into by the Corporation, the Board of Directors adopts the following guidelines.

Purpose

As a tax exempt organization, the Corporation must evaluate its participation in any joint venture arrangement and take steps to safeguard the Corporation’s tax exempt status with respect to such arrangements. This Joint Venture Policy is adopted by the Board of Directors of the Corporation to fulfill that need even though the Corporation may not be likely to actually engage in any joint ventures. This policy applies to any joint ownership or contractual arrangement through which there is an agreement to undertake a specific business enterprise, investment, or exempt-purpose activity jointly between the Corporation and another person or entity as further defined in this policy.

Definition of Joint Venture

For purposes of this Joint Venture Policy, a joint venture or similar arrangement (or a “venture or arrangement”) means any joint ownership or contractual arrangement through which there is an agreement between the Corporation and any person or entity to jointly undertake a specific business enterprise, investment, or exempt-purpose activity without regard to:

  1. Whether the Corporation controls the venture or arrangement;
  2. The legal structure of the venture or arrangement; or
  3. Whether the venture or arrangement is taxed as a partnership or as an association or corporation for federal income tax purposes.

A joint venture may include both taxable and tax-exempt activities. A venture or arrangement is disregarded if it meets both of the following conditions:

  1. Ninety-five percent or more of the venture’s or arrangement’s income for its tax year ending within the Corporation’s tax year is excluded from unrelated business income taxation (including, but not limited to: (i) dividends, interest, and annuities; (ii) royalties; (iii) rent from real property and incidental related personal property except to the extent of debt-financing and (iv) gains or losses from the sale of property); and
  2. The primary purpose of the Corporation’s contribution to, or investment or participation in, the venture or arrangement is the production of income or appreciation of property.

Safeguards to Ensure Tax Exempt Status Protection

The Corporation will: (a) negotiate in its transactions and arrangements with other members of the venture or arrangement such terms and safeguards that are adequate to ensure that the Corporation’s tax exempt status is protected; and (b) take steps to safeguard the Corporation’s tax exempt status with respect to the venture or arrangement. Some examples of safeguards include:

  1. Control over the venture or arrangement sufficient to ensure that it furthers the tax exempt purpose of the Corporation;
  2. Requirements that the venture or arrangement gives priority to tax exempt purposes over maximizing profits for the other participants;
  3. That the venture or arrangement not engage in activities that would jeopardize the Corporation’s tax exemption; and
  4. That all contracts entered into with the Corporation be on terms that are arm’s length or more favorable to the Corporation.

Approval and Management of Joint Activities

The Corporation shall not enter any venture or arrangement without the prior approval of the Board of Directors. Before making any decision to participate in a Joint Venture, the Board of Directors will ensure that the Joint Venture furthers the Corporation’s tax exempt purposes and will negotiate at arm’s length contractual and other terms of participation that safeguard the Corporation’s exemption from federal income tax. Such terms shall be in writing in the agreement of the Joint Venture and shall include the following minimum requirements:

  1. With respect to any whole joint venture (that is, a joint venture in which ABC contributes substantially all of its assets to the enterprise), ABC’s control over the Joint Venture through fifty-one percent (51%) or more of the voting rights and/or veto power;
  2. With respect to any ancillary joint venture (that is, a joint venture to which a portion of ABC’s resources are contributed), ABC would, at a minimum, maintain sole control over the tax-exempt aspects of the Joint Venture and would have voting and ownership interests in the Joint Venture that are consistent with ABC’s capital contributions;
  3. A requirement that any subsequent contract with ABC’s partner in the Joint Venture be negotiated at arm’s length and for fair market value;
  4. A requirement that the Joint Venture give priority to ABC’s tax-exempt purposes over maximization of profit for the participants of the Joint Venture; and
  5. A prohibition on activities that would jeopardize ABC’s tax-exempt status. Where there is any question as to whether a particular Joint Venture may pose a risk to the Corporation’s tax exempt status, a decision to enter into the Joint Venture will be made only after the Board of Directors consults with legal and/or tax counsel.

SECRETARY’S CERTIFICATE

I, the undersigned officer of SHAREALEDGER, NFP, an Arizona nonprofit corporation (the “Corporation”), do hereby certify that the foregoing Joint Venture Policy is a true and correct copy of the Joint Venture Policy of the Corporation adopted by the affirmative vote of the Directors of the Corporation on April 30, 2021.

IN WITNESS WHEREOF, I have hereunto set my hand on April 30, 2021. [Signed] Kip M. Twitchell


Kip Mack Twitchell, Secretary