Extract to table

Applicable Legal and Regulatory Framework The analysis set forth in this memorandum is informed by the following legal and regulatory authorities, each of which bears on the design and content of the DOA Matrix: • Delaware General Corporation Law ("DGCL"): Section 141(a) (vesting the management of the corporation in the Board of Directors); Section 141(c) (authorizing the Board to delegate authority to committees, subject to enumerated non-delegable matters); and Section 142 (providing that officers shall have such authority and perform such duties as the bylaws provide or as the Board may determine)

2 of the QIH Bylaws contains general provisions governing officer authority, providing that officers shall have "such powers and perform such duties as may be prescribed by the Board of Directors or these Bylaws

• The DOA Matrix and Investment Committee charter thresholds must be harmonized

• Important Delaware Law Note: Under DGCL § 141(c)(2), certain fundamental corporate transactions — including mergers, consolidations, the sale of all or substantially all assets, and amendments to the certificate of incorporation — cannot be delegated to board committees and must be approved by the full Board regardless of dollar threshold