WHEREAS, this Board of Directors has determined to establish a Nominating Committee in compliance

with the rules established under the Securities Exchange Act of 1934, pursuant to a Nominating Committee Charter;

 

WHEREAS, this corporation is planning to seek listing of its Common Stock on the Nasdaq Capital

Market, which requires adoption of a new Nominating Committee Charter;

 

NOW, THEREFORE, BE IT RESOLVED, that the Nominating Committee Charter, in the form submitted

to the Board of Directors, be, and the same hereby is, approved and adopted, to be effective as of the date of

adoption of this resolution;

 

RESOLVED FURTHER, that the following members of the Board of Directors are hereby appointed to

serve on the Nominating Committee, at the pleasure of the Board:

Gary Nelson

Johnathan Chee

 

RESOLVED FURTHER, that each member of the Nominating Committee shall serve as such until (i) such

member is removed by the Board, or (ii) such member no longer serves on the Board of Directors of the Company;

in the event any member of the Nominating Committee shall resign or cease to be a director of this corporation, the

vacancy thus caused shall be filled by the Board; and

 

RESOLVED FURTHER, that two members of the Nominating Committee shall constitute a quorum for the

transaction of business;

 

RESOLVED FURTHER, that the officers of this corporation are, and each acting alone is, hereby

authorized to do and perform any and all such acts, including execution of any and all documents and certificates, as

such officers shall deem necessary or advisable, to carry out the purposes and intent of the foregoing resolutions.

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Audit Committee

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WHEREAS, this Board of Directors has previously established an Audit Committee in compliance with the

rules established under the Securities Exchange Act of 1934, pursuant to an Audit Committee Charter;

 

WHEREAS, this corporation is planning to seek listing of its Common Stock on the Nasdaq Capital

Market, which requires adoption of a new Audit Committee Charter;

 

NOW, THEREFORE, BE IT RESOLVED, that the Audit Committee Charter, in the form submitted to the

Board of Directors, be, and the same hereby is, approved and adopted, to be effective as of the date of adoption of

this resolution;

 

RESOLVED FURTHER, that the following members of the Board of Directors are hereby appointed to

serve on the Audit Committee, at the pleasure of the Board:

Heidy Chow, Chair

Gary Nelson

Johnathan Chee

 

RESOLVED FURTHER, that each member of the Audit Committee shall serve as such until (i) such

member is removed by the Board, or (ii) such member no longer serves on the Board of Directors of the Company;

in the event any member of the Audit Committee shall resign or cease to be a director of this corporation, the

vacancy thus caused shall be filled by the Board; and

 

RESOLVED FURTHER, that two members of the Audit Committee shall constitute a quorum for the transaction of business;

 

RESOLVED FURTHER, that the officers of this corporation are, and each acting alone is, hereby authorized to do and perform any and all such acts, including execution of any and all documents and certificates, as such officers shall deem necessary or advisable, to carry out the purposes and intent of the foregoing resolutions.

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Compensation Committee

 

WHEREAS, this Board of Directors has previously established a Compensation Committee; pursuant to a

Compensation Committee Charter;

 

WHEREAS, this corporation is planning to seek listing of its Common Stock on the Nasdaq Capital

Market, which requires adoption of a new Compensation Committee Charter;

 

NOW, THEREFORE, BE IT RESOLVED, that the Compensation Committee Charter, in the form

submitted to the Board of Directors, be, and the same hereby is, approved and adopted, to be effective as of the date of adoption of this resolution;

 

RESOLVED FURTHER, that the following members of the Board of Directors are hereby appointed to

serve on the Compensation Committee, at the pleasure of the Board:

Gary Nelson, Chair

Johnathan Chee

 

RESOLVED FURTHER, that each member of the Compensation Committee shall serve as such until (i)

such member is removed by the Board, or (ii) such member no longer serves on the Board of Directors of the Company; in the event any member of the Audit Committee shall resign or cease to be a director of this corporation, the vacancy thus caused shall be filled by the Board; and

 

RESOLVED FURTHER, that two members of the Compensation Committee shall constitute a quorum for

the transaction of business;

 

RESOLVED FURTHER, that the officers of this corporation are, and each acting alone is, hereby

authorized to do and perform any and all such acts, including execution of any and all documents and certificates, as such officers shall deem necessary or advisable, to carry out the purposes and intent of the foregoing resolutions.

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