[COMPANY]

a Delaware Corporation

________________________________________

UNANIMOUS WRITTEN CONSENT OF

THE BOARD OF DIRECTORS

________________________________________

October ____, 2022

(the “Effective Date”)

In accordance with Section 141(f) of the Delaware General Corporation Law and in accordance with the certificate of incorporation and the bylaws of [COMPANY], a Delaware Public Benefit Corporation (the “Company”), the undersigned, constituting all of the members of the Company’s Board of Directors (the “Board”), hereby take the following actions and adopt the following resolutions (the “Resolutions”) by unanimous written consent without a meeting:

FINANCE AND AUDIT COMMITTEE CHARTER

WHEREAS, the Board deems it in the best interests of the Company to formally ratify the Finance and Audit Committee Charter as attached hereto as Exhibit A.

NOW THEREFORE LET IT BE:

RESOLVED, that the Finance and Audit Committee Charter, be, and is hereby, approved and it being understood that, subject to the terms and conditions of the Finance and Audit Committee Charter and except as otherwise set forth in Article IV of the By-laws of the Company (the “By-laws”), the Finance and Audit Committee may, from time to time, make modifications, amendments or changes to the Finance and Audit Committee Charter as the Finance and Audit Committee deems necessary, advisable or appropriate, subject to the approval of the Board;

COMPENSATION COMMITTEE CHARTER