Extract to table

" This memorandum identifies the principal governance, legal, regulatory, and operational readiness gaps that must be addressed before and after the Company's registration statement on Form S-1 is filed with the U

The absence of independent committee structures is a principal readiness gap that must be addressed prior to the IPO, as discussed in detail in Section IV below

The audit committee must have at least three members, each of whom must be "financially literate" (as determined by the board in its business judgment), and at least one member must qualify as an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K

Required Board Action A resolution of the Board of Directors is required to formally establish the Audit Committee, adopt its charter, and designate Warren Okoro as the audit committee financial expert

Required Board Action A resolution of the Board of Directors is required to formally establish the Compensation Committee and adopt its charter

Pemberton must be replaced with an independent director