Common use of Committees of the Board of Directors Clause in Contracts

Committees of the Board of Directors. (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below), each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

Committees of the Board of Directors. (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below)committees, each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

Committees of the Board of Directors. (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, Directors may designate from among its members one or more committees (in addition to those listed below)committees, each of which shall be comprised committee to consist of one or more of its members, and the directors of the Corporation. The Board of Directors may designate one or more of its members directors as alternate members of any committee, who may, subject to may replace any limitations by the Board of Directors, replace absent or disqualified members member at any meeting of that the committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of If a member of a committeecommittee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at any the meeting and not disqualified from voting, whether or not constituting such member or members constitute a quorum, may unanimously may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of the any such absent or disqualified member. Any member such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any such meeting at which there is a quorum shall be the act of the committee. Each committee elected or appointed shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may be removed by make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors whenever in conducts its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice business pursuant to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsthis Article III. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

Committees of the Board of Directors. (a) The Board of Directors, Directors may by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below)committees, each of which shall be comprised of one two or more of its members, Directors and may designate one or more of its members the Directors as alternate members of any committee as long as such Directors would have been qualified to serve as members of such committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members Directors at any meeting of that committee. Any decisions to be made by a committee of the Board of Directors shall require the approval of a majority of the votes of such committeecommittee of the Board of Directors. (b) Any committee of the Board of Directors, to the extent provided in such any resolution or in of the Articles Board of Incorporation or these BylawsDirectors, shall have and may exercise all of the authority of the Board of Directors Directors, subject to the extent permitted limitations set forth in the establishment of such committee. Any committee members may be removed, or any authority granted thereto may be revoked, at any time for any reason by a majority of the NRSBoard of Directors subject to the limits on designation of replacement provided above and provided that any Fiat Director, includingor an Independent Director Appointed by Fiat, without limitationthat serves on a committee shall only be removed with the approval of a majority of the Fiat Directors. Each committee of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided in this Agreement, the power and authority to declare charter for such committee, or by a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 resolution of the NRSBoard of Directors designating such committee. Any The charter for any such committee may authorize be amended with the seal consent of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations a majority of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any There is hereby established the audit committee of the Board of Directors (the “Audit Committee”). The composition of the Audit Committee shall promptly be recorded set forth in the minutes Audit Committee Charter, but in any event shall consist of three or more Directors, all of whom are Independent Directors, including at least one Independent Director Appointed by Fiat for so long as Fiat retains the right to designate Directors under Section 5.3(a). The Board of Directors shall appoint as Chairman of the Audit Committee an Independent Director. The Audit Committee shall have and filed with may exercise such powers, authority and responsibilities as may be granted to it pursuant to the SecretaryAudit Committee Charter of the Company as in effect from time to time. The Audit Committee shall report its actions, findings and reports to the Board of Directors on a regular basis. (d) Notwithstanding anything herein contained to There is hereby established the contrary, the composition and powers of any compensation committee of the Board of Directors are expressly subject to which shall be called the requirements Compensation and Leadership Development Committee (the “Compensation Committee”). The composition of the Compensation Committee shall be set forth in the Compensation Committee Charter and shall include at least one Independent Director Appointed by Fiat (or a Fiat Director, at any stock exchange or quotation system on time during which the capital stock Fiat Group owns a Total Interest exceeding fifty percent (50%)). The Board of Directors shall appoint as chair of the Compensation Committee an Independent Director Appointed by Fiat (or a Fiat Director, at any time during which the Fiat Group owns a Total Interest exceeding fifty percent (50%)). The Compensation Committee shall be responsible for matters related to executive compensation and all other equity-based incentive compensation plans of the Company is traded or quotedand shall have and may exercise such powers, or authority and responsibilities as may be granted to it pursuant to the Exchange ActCompensation Committee Charter of the Company as in effect from time to time.

Committees of the Board of Directors. (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, Directors may designate from among its members one or more committees (in addition to those listed below)committees, each of which shall be comprised committee to consist of one or more of its members, and the directors of the Corporation. The Board of Directors may designate one or more of its members directors as alternate members of any committee, who may, subject to may replace any limitations by the Board of Directors, replace absent or disqualified members member at any meeting of that the committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of If a member of a committeecommittee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at any the meeting and not disqualified from voting, whether or not constituting such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the any such absent or disqualified member. Any member such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any such meeting at which there is a quorum shall be the act of the committee. Each committee elected or appointed shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may be removed by make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors whenever in conducts its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice business pursuant to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsthis Article III. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

Committees of the Board of Directors. (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, Directors may designate from among its members one or more committees (in addition to those listed below)committees, each of which shall be comprised committee to consist of one or more of its members, and the directors of the Corporation. The Board of Directors may designate one or more of its members directors as alternate members of any committee, who may, subject to may replace any limitations by the Board of Directors, replace absent or disqualified members member at any meeting of that the committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of If a member of a committeecommittee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at any the meeting and not disqualified from voting, whether or not constituting such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the any such absent or disqualified member. Any member such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any such meeting at which there is a quorum shall be the act of the committee. Each committee elected or appointed shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may be removed by make, alter, and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors whenever in conducts its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice business pursuant to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsthis Article III. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

Committees of the Board of Directors. (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, Directors may designate from among its members one or more committees (in addition to those listed below)committees, each of which shall be comprised such committee to consist of one or more of its membersthe directors of the Corporation, and subject to the rights granted to the THG Investor pursuant to the Stockholders Agreement. The Board of Directors may designate one or more of its members directors as alternate members of any committee, who may, subject committee to replace any limitations by the Board of Directors, replace absent or disqualified members member at any meeting of that the committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the any such absent or disqualified member. Any member such committee, to the extent permitted by law and provided in the resolution of any such committee elected or appointed by the Board of Directors establishing such committee, shall have and may be removed by exercise all the powers and authority of the Board of Directors whenever in its judgment the best interests management of the Company will business and affairs of the Corporation, and may authorize the seal of the Corporation to be served thereby, affixed to all papers which may require it; but no such removal committee shall be without prejudice have the power or authority in reference to the contract rightsfollowing matters: (a) approving or adopting, if anyor recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval; or (b) adopting, amending or repealing any bylaw of the person so removedCorporation. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee All committees of the Board of Directors shall promptly be recorded in the keep minutes of their meetings and filed with the Secretary. (d) Notwithstanding anything herein contained shall report their proceedings to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to when requested or required by the requirements Board of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange ActDirectors.

Committees of the Board of Directors. (a) The Board of Directors, by resolution adopted by a majority Directors may from time to time designate committees of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below), each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any with such committeelawfully delegable powers and duties as it thereby confers, to serve at the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the extent permitted by the NRSmember or members, includingdesignating, without limitationif it desires, the power and authority to declare a dividend, to authorize the issuance of stock other directors as alternate members who may replace any absent or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present disqualified member at any meeting at which a quorum is present shall be of the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a any member of a committeeany committee and any alternate member in his or her place, the member or members of the committee present at any the meeting and not disqualified from voting, whether or not constituting he, she or they constitute a quorum, may unanimously by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. No committee shall have the power or authority in reference to any such committee elected of the following matters: (a) approving or appointed adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the Board of Directors may DGCL to be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served therebysubmitted to stockholders for approval or (b) altering, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election amending or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by repealing any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quotedBylaw, or the Exchange Actadopting any new Bylaw.

Committees of the Board of Directors. (a) The Board of Directors, by resolution adopted by a vote of a majority of the full Board of Directors, may from time to time designate from among its members one or more committees (in addition to those listed below), each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified members member at any meeting of that the committee. Any such committee, to the extent provided in such the resolution or in of the Articles Board of Incorporation or these BylawsDirectors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the extent permitted by stockholders the NRSsale, includinglease or exchange of all or substantially all of the Corporation’s property and assets, without limitationrecommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a plan certificate of ownership and merger pursuant to Section 78.125 253 of the NRS. Any such Delaware General Corporation Law if the resolution which designates the committee may authorize the seal or a supplemental resolution of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereofso provide. In the absence or disqualification of a any member of a committeeany committee and any alternate member in his or her place, the member or members of the committee present at any the meeting and not disqualified from voting, whether or not constituting he or she or they constitute a quorum, may unanimously by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

Committees of the Board of Directors. (a) The Board of Directors, Directors may by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below)committees, each of which shall be comprised of one two or more of its membersDirectors, and may designate one or more of its members the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members Directors at any meeting of that committee. At least one Independent Director shall serve on each committee of the Board of Directors. Subject to Section 6.10(c), any decisions to be made by a committee of the Board of Directors shall require the approval of a majority of the votes of such committee of the Board of Directors. To the extent not prohibited by Law or stock exchange listing requirement, any Director or observer appointed pursuant to the Governance Agreement may attend the meetings of any committee of the Board of Directors on which he or she does not serve, as a non-voting observer. (b) Any such committeecommittee of the Board of Directors, to the extent provided in such any resolution or in of the Articles Board of Incorporation or these BylawsDirectors, shall have and may exercise all of the authority of the Board of Directors Directors, subject to the extent permitted by limitations set forth in Section 7.13(c) or in the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance establishment of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRSsuch committee. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as members may be determined from removed, or any authority granted thereto may be revoked, at any time to time for any reason by resolution adopted by a majority of the Board of DirectorsDirectors subject to the limits on designation of replacement provided above and subject to the limitations in designation for removal from the Board of Directors set out in these Bylaws. Each committee of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided in the Charter, these Bylaws or by a resolution of the Board of Directors designating such committee. (bc) The No committee of the Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority authority of the number Board of members Directors with respect to any matters (i) subject to the approval rights set forth in Section 6.10, or (ii) otherwise subject to the approval rights of the Common Holders or the Independent Directors. (d) There is hereby established an audit committee of the Board of Directors (the “Audit Committee”) initially comprised of three Independent Directors consisting of the Independent Directors; provided, however, that if any of the Independent Directors is prohibited from serving on the Audit Committee by any Law or stock exchange listing requirement, then the Audit Committee may be comprised of fewer than three Independent Directors during the period of such committee prohibition, but in no event less than two Independent Directors. The chairman of the Audit Committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted be elected by the Board of Directors. The act Audit Committee shall have and may exercise the powers, authority and responsibilities that are normally appropriate for the functions of the majority of the members of a committee present at any meeting at which a quorum is present an audit committee. The Audit Committee shall be the act of such committeereport its actions, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman findings and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of reports to the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of on a member of a committee shall not of itself create contract rightsregular basis. (ce) Any action taken by any There is hereby established the compensation, nominating, and governance committee of the Board of Directors (the “Compensation Committee”) initially comprised of at least three Independent Directors, none of which may be Officers or employees of the Company. The Compensation Committee shall promptly be recorded in have and may exercise the minutes powers and filed with the Secretary. (d) Notwithstanding anything herein contained authority delegated or granted to the contrary, the composition and powers of any committee of it by the Board of Directors are expressly subject to the requirements of and/or by any stock exchange or quotation system on which the capital stock incentive compensation plan for employees of the Company is traded or quoted, or the Exchange ActCompany.

Committees of the Board of Directors. (a) The Board board of Directorsdirectors may, by resolution adopted passed by a majority of the full Board of Directorswhole board, may designate from among its members one or more committees (in addition committees, as they may determine to those listed below)be necessary or appropriate for the conduct of the business of the Corporation, each of which and may prescribe the duties, constitution and procedures thereof. Each committee shall be comprised consist of one or more directors of its members, and the Corporation appointed by the chairman. The board of directors may designate one or more of its members directors as alternate members of any committee, who may, subject to may replace any limitations by the Board of Directors, replace absent or disqualified members member at any meeting of that the committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected may resign at any time by giving notice to the Corporation; provided, however, that notice to the board, the chairman of the board, the chief executive officer, the chairman of such committee, or appointed by the Board secretary shall be deemed to constitute notice to the Corporation. Such resignation shall take effect upon receipt of Directors such notice or at any later time specified therein; and, unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. Any member of any such committee may be removed at any time, either with or without cause, by the Board affirmative vote of Directors whenever in its judgment the best interests a majority of the Company will be served thereby, but such removal authorized number of directors at any meeting of the board. All committees shall be without prejudice keep regular minutes of its proceedings and report the same to the contract rightsboard of directors when required. To the extent applicable, if any, the provisions of Article III of these Bylaws governing the meetings of the person so removed. Election or appointment board of a member of a committee directors shall not of itself create contract rights. (c) Any action taken by any committee of likewise govern the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers meetings of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Actthereof.

Committees of the Board of Directors. (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, Directors may designate from among its members one or more committees (in addition to those listed below)committees, each of which shall be comprised committee to consist of one or more of its members, and the directors of the Corporation. The Board of Directors may designate one or more of its members directors as alternate members of any committee, who may, subject to may replace any limitations by the Board of Directors, replace absent or disqualified members member at any meeting of that the committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of If a member of a committeecommittee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at any the meeting and not disqualified from voting, whether or not constituting such member or members constitute a quorum, may unanimously may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of the any such absent or disqualified member. Any member such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any such meeting at which there is a quorum shall be the act of the committee. Each committee elected or appointed shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may be removed by make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors whenever in conducts its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice business pursuant to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsthis Article 3. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

Committees of the Board of Directors. (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, Directors may designate from among its members one or more committees (in addition to those listed below)committees, each of which shall be comprised committee to consist of one or more of its members, and the directors of the Corporation. The Board of Directors may designate one or more of its members directors as alternate members of any committee, who may, subject to may replace any limitations by the Board of Directors, replace absent or disqualified members member at any meeting of that the committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of If a member of a committeecommittee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at any the meeting and not disqualified from voting, whether or not constituting such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the any such absent or disqualified member. Any member such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation, if any, to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any such meeting at which there is a quorum shall be the act of the committee. Each committee elected or appointed shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may be removed by make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors whenever in conducts its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice business pursuant to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.this Article Ill.

Committees of the Board of Directors. (a) The Board of Directors, by resolution adopted by a vote of a majority of the full Board of Directors, may from time to time designate from among its members one committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or more committees (in addition directors to those listed below), each of which shall be comprised of one serve as the member or more of its members, and may designate one or more of its members designating, if it desires, other directors as alternate members of who may replace any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members member at any meeting of that the committee. Any such committee, to the extent provided in such the resolution or in of the Articles Board of Incorporation or these BylawsDirectors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the extent permitted by stockholders the NRSsale, includinglease or exchange of all or substantially all of the Corporation's property and assets, without limitationrecommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a plan certificate of ownership and merger pursuant to Section 78.125 253 of the NRS. Any such Delaware General Corporation Law if the resolution which designates the committee may authorize the seal or a supplemental resolution of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereofso provide. In the absence or disqualification of a any member of a committeeany committee and any alternate member in his or her place, the member or members of the committee present at any the meeting and not disqualified from voting, whether or not constituting he or she or they constitute a quorum, may unanimously by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

Committees of the Board of Directors. (a) The Board of Directors, by resolution adopted by vote of a majority of the full Board authorized number of Directorsdirectors, may at any time designate from among its members one or more committees (in addition to those listed below)committees, each consisting of which shall be comprised of one two or more directors of its members, and the Corporation. The Board of Directors may designate one or more of its members directors as alternate members of any such committee who may then replace any absent or disqualified member at any meeting of the committee, who may, subject to any limitations . In lieu of such action by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a any member of a committee, the member or committee members present at any meeting and not disqualified from voting, regardless of whether or not constituting they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the any such absent or disqualified member. Any member Except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws, any such committee elected or appointed committee, to the extent provided in resolutions duly adopted by the Board of Directors Directors, shall have and may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee exercise all powers and authority of the Board of Directors shall promptly be recorded in the minutes direction of the management of the business and filed with affairs of the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of Corporation. Unless otherwise prescribed by the Board of Directors are expressly Directors, a majority of the members of the committee shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the members present at a duly held meeting at which there is a quorum present shall be the act of such committee. Each committee shall determine its own rules for calling and holding meetings and its own methods of procedure, subject to any rules prescribed by the requirements Board of any stock exchange or quotation system on which the capital stock Directors, and shall keep a written record of the Company is traded or quoted, or the Exchange Actall actions taken by such committee.

Committees of the Board of Directors. (a) The Board of Directorsmay, by resolution adopted passed by a majority of the full Board of DirectorsBoard, may designate from among its members one or more committees. Each committee shall consist of at least two Directors, including one Director appointed by Ocean Biomedical, Inc. The initial committees (in addition to those listed below), each shall consist of which shall be comprised of one or more of its members, an Audit Committee and a Compensation Committee. The Board may designate one or more of its members Directors as alternate members of any committee, who may, subject to may replace any limitations by the Board of Directors, replace absent or disqualified member at any committee meeting. In a committee member’s absence or disqualification, the member or members thereof present at any meeting of that committee. Any such committeeand not disqualified from voting, to the extent provided in such resolution whether or in the Articles of Incorporation not he or these Bylawsshe or they constitute a quorum, shall have and may exercise all of the authority unanimously appoint another member of the Board to act at the meeting in the place of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock any such absent or to adopt a plan of merger pursuant to Section 78.125 of the NRSdisqualified member. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such Such committee or committees shall have such other powers and limitations of authority name or names as may be determined from time to time by resolution adopted by the Board. Any such committee, to the extent provided in the resolution of the Board and/or in the Committee’s Charter (which shall be approved by the Board), or in this Agreement, shall have and may exercise all the powers and authority of Directors. (b) The the Board in the management of Directors the business and affairs of the Company, and may authorize the Company’s seal to be affixed to all papers which may require it; but no such committee shall have the power at any time or authority in reference to change amending this Agreement, adopting an agreement of merger or consolidation, recommending to the membership holders of any such committee and to fill vacancies in it. A majority Units the sale, lease, or exchange of all or substantially all of the number of members of any such committee shall constitute Company’s property and Assets or recommending a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests dissolution of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, or any of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsmatters set forth in Section 7.1. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

Committees of the Board of Directors. (a) The Board of Directors, by resolution adopted by a vote of a majority of the full Board of Directorsentire Board, may from time to time designate from among its members one committees of the Board, including an Executive Committee, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board. The Board shall, for those committees and any others of the Board provided for herein, elect a Director or more committees (in addition Directors to those listed below), each of which shall be comprised of one serve as the member or more of its members, and may designate one or more of its members designating, if the Board desires, other Directors as alternate members of who may replace any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members member at any meeting of that the committee. The number of Directors on a committee of the Board shall be no less than the minimum, if any, required by the Act at any point in time. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and committee so designated may exercise all of the power and authority of the Board of Directors to as the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance resolution of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Directors which designates the committee or supplemental resolution of the Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereofso provide. In the absence or disqualification of a any member of a committeeany committee and any alternative member in his or her place, the member or members present at any meeting and not disqualified from votingBoard of Directors, whether or not constituting by a quorumvote of a majority of the entire Board, may unanimously appoint elect another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the The Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served therebymay, but such removal shall be without prejudice from time to the contract rightstime, if anysuspend, of the person so removed. Election alter, continue or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by terminate any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Actpowers and functions thereof.

Committees of the Board of Directors. (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below), each of which shall be comprised of one or more of its members, and Directors may designate one or more committees, each committee to consist of its members one (1) or more of the directors of the Corporation. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may, subject to may replace any limitations by the Board of Directors, replace absent or disqualified members member at any meeting of that the committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of If a member of a committeecommittee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at any the meeting and not disqualified from voting, whether or not constituting such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the any such absent or disqualified member. Any member such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any such meeting at which there is a quorum shall be the act of the committee. Each committee elected or appointed shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may be removed by make, alter, and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors whenever in conducts its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice business pursuant to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsthis Article III. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

Committees of the Board of Directors. (a) The Company and the Principal Stockholders acknowledge and agree that the Board of DirectorsDirectors may, by resolution adopted by a majority of the full Board of Directorsresolution, may designate from among its members the directors one or more committees (in addition to those listed below)committees, each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committeedirectors. Any such committee, to the extent provided in the resolution forming such resolution or in the Articles of Incorporation or these Bylawscommittee, shall have and may exercise all of the authority of the Board of Directors Directors, subject to the extent permitted by limitations set forth in the NRScharter, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority bylaws (as they may be determined amended from time to time by resolution adopted by time, the “Bylaws”) and applicable law. The Board of DirectorsDirectors may dissolve any committee or remove any member of a committee at any time. (b) The Board of Directors shall have constitute and charter an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, comprised solely of independent directors and with an initial constitution as follows: (i) the power members of the Audit Committee shall initially be Xxxx Xxxxxx (Chair), Xxxx Xxxxxxxxxx and Xxxxx Xxxxxxx; (ii) the members of the Compensation Committee shall initially be Xxx Xxxx Lopdrup (Chair), Xxxx Xxxxxxxxxx and Xxxx Xxxxxx; and (iii) the members of the Nominating and Governance Committee shall initially be Xxxx Xxxxxxxxxx (Chair), Xxxxxxx Xxxxx and Xxxxx Xxxxxxx. (c) The members of each committee shall be appointed by the Board of Directors in accordance with the Bylaws based on recommendations from the Nominating and Governance Committee of the Board of Directors, and shall serve at the discretion of the Board of Directors. The Board of Directors may remove any member of any committee at any time to change with or without cause, and vacancies occurring on the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted be filled by the Board of Directors. The act Board of the majority Directors shall appoint a Chairperson of the members of a each committee present to preside at any meeting at which a quorum is present shall be the act all meetings of such committee, unless the act of . If a greater number Chairperson is required by not designated or present at a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member meeting of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place committee may designate a Chairperson by majority vote of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsmembership. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

Committees of the Board of Directors. (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below)committees, each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles Certificate of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRSDGCL. Any such committee may authorize the seal of the Company Corporation to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman (unless the Borrower Director appoints a chairman) and may appoint such subcommittees and -11- 103 assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, Sections 3.5, 3.6, 3.7, 3.8, 3.9 3.9, 3.10 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee Secretary of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange ActCorporation.

Committees of the Board of Directors. (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, Directors may designate from among its members one or more committees (in addition to those listed below)committees, each of which shall be comprised committee to consist of one or more of its members, and the directors of the Corporation. The Board of Directors may designate one or more of its members directors as alternate members of any committee, who may, subject to may replace any limitations by the Board of Directors, replace absent or disqualified members member at any meeting of that such committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of If a member of a committeecommittee is absent from any meeting, or disqualified from voting thereat, the remaining member or members present at any the meeting and not disqualified from voting, whether or not constituting such member or members constitute a quorum, may unanimously may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of the any such absent or disqualified member. Any member such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any such meeting at which there is a quorum shall be the act of the committee. Each committee elected or appointed shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may be removed by make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors whenever in conducts its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice business pursuant to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsthis Article III. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

Committees of the Board of Directors. (a) The Board of Directors may, by resolution passed by a vote of a majority of the entire Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below)committees, each of which shall be comprised committee to consist of one or more of its membersthe Directors, a majority of which members shall be Triarc Directors, and for each committee other than the audit committee or compensation committee, one of which members shall be a Sachs Director (unless there are no Sachs Directors at such time). The Board of Directors may designate one or more of its members Directors as alternate members of any committee, who may, subject to may replace any limitations by the Board of Directors, replace absent or disqualified members member at any meeting of that such committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of If a member of a committeecommittee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at any meeting and not disqualified from voting, whether or not constituting such member or members constitute a quorum, may unanimously may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of the any such absent or disqualified member. Any member such committee, to the extent provided in the resolution of any the Board of Directors passed as aforesaid, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company to the extent provided in this Agreement, including the limitations on Extraordinary Matters in Section 7.2(d). Unless otherwise specified in the resolution of the Board of Directors designating a committee, at all meetings of such committee elected or appointed a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may be removed by make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors whenever in conducts its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice business pursuant to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsthis Article VII. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

Committees of the Board of Directors. (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, Directors may from time to time designate from among its members one or more committees (in addition to those listed below)committees, each of which shall be comprised committee to consist of one or more directors of its members, and the Company. The Board of Directors may designate one or more of its members directors as alternate members of any committee, who may, subject to may replace any limitations by the Board of Directors, replace absent or disqualified members member at any meeting of that the committee. Any such committee, to the extent provided in such The resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRSmay, includingin addition or alternatively, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies provide that in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the any such absent or disqualified member. Any member such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company and may take any such committee elected action required or appointed permitted to be taken by the Board of Directors under this Agreement, including the issuance of additional Interests pursuant to Section 8.13. Any such committee may adopt rules governing the method of calling and time and place of holding its meetings. Unless otherwise provided by the Board of Directors, a majority of any such committee, either present or represented by proxy, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of such committee at a meeting at which a quorum is present shall be removed by the act of such committee. Each such committee shall keep a record of its acts and proceedings and shall report thereon to the Board of Directors whenever in its judgment the best interests requested so to do. Any or all members of the Company will any such committee may be served therebyremoved, but such removal shall be with or without prejudice to the contract rightscause, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee resolution of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contraryDirectors, the composition and powers of any committee passed by a majority of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Actentire Board.

Committees of the Board of Directors. (a) The Company and the Principal Stockholders acknowledge and agree that the Board of DirectorsDirectors may, by resolution adopted by a majority of the full Board of Directorsresolution, may designate from among its members the directors one or more committees (in addition to those listed below)committees, each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committeedirectors. Any such committee, to the extent provided in the resolution forming such resolution or in the Articles of Incorporation or these Bylawscommittee, shall have and may exercise all of the authority of the Board of Directors Directors, subject to the extent permitted by limitations set forth in the NRScharter, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority bylaws (as they may be determined amended from time to time by resolution adopted by time, the “Bylaws”) and applicable law. The Board of DirectorsDirectors may dissolve any committee or remove any member of a committee at any time. (b) The Board of Directors shall have constitute and charter an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, comprised solely of independent directors and with an initial constitution as follows: (i) the power members of the Audit Committee shall initially be Xxxx Xxxxxx (Chair), Xxxx Xxxxxxxxxx and Xxxxx Xxxxxxx; (ii) the members of the Compensation Committee shall initially be Xxx Xxxx Xxxxxxx (Chair), Xxxx Xxxxxxxxxx and Xxxx Xxxxxx; and (iii) the members of the Nominating and Governance Committee shall initially be Xxxx Xxxxxxxxxx (Chair), Xxxxxxx Xxxxx and Xxxxx Xxxxxxx. (c) The members of each committee shall be appointed by the Board of Directors in accordance with the Bylaws based on recommendations from the Nominating and Governance Committee of the Board of Directors, and shall serve at the discretion of the Board of Directors. The Board of Directors may remove any member of any committee at any time to change with or without cause, and vacancies occurring on the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted be filled by the Board of Directors. The act Board of the majority Directors shall appoint a Chairperson of the members of a each committee present to preside at any meeting at which a quorum is present shall be the act all meetings of such committee, unless the act of . If a greater number Chairperson is required by not designated or present at a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member meeting of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place committee may designate a Chairperson by majority vote of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsmembership. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

Committees of the Board of Directors. (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, Directors may designate from among its members one or more committees (in addition to those listed below)committees, each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles Certificate of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRSDGCL. Any such committee may authorize the seal of the Company Corporation to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman (unless the Board of Directors appoints a chairman) and may appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, Sections 3.6, 3.7, 3.8, 3.9 3.9, 3.10 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee Secretary of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange ActCorporation.