January 2026

Nominating and Corporate Governance

VIDA GLOBAL INC.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

A. PURPOSE

The purpose of the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board of Directors (the “Board”) of VIDA Global Inc. (the “Company”) is to:

  • recommend to the Board the persons to be nominated for election as directors at any meeting of stockholders and the persons (if any) to be elected by the Board to fill any vacancies on the Board;
  • recommend to the Board the directors to be appointed to each committee of the Board;
  • develop and recommend to the Board corporate governance guidelines, periodically reviewing such guidelines and recommending any changes thereto; and
  • oversee the evaluation of the Board and management.

B. STRUCTURE AND MEMBERSHIP

  1. Number.  The Nominating Committee shall consist of such number of directors as the Board shall from time to time determine.
  2. Independence.  Except as otherwise permitted by applicable rules of the NYSE American LLC (“NYSE American”), each member of the Nominating Committee shall be an “independent director” as defined by Section 803A of the NYSE American Company Guide.
  3. Chair.  The Board shall elect a Chair of the Nominating Committee.
  4. Compensation.  The compensation of Nominating Committee members shall be as determined by the Board.
  5. Selection and Removal.  Members of the Nominating Committee shall be appointed by the Board.  The Board may remove members of the Nominating Committee from such committee, with or without cause.
  6. Rules and Procedures.  The Nominating Committee has the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company’s bylaws that are applicable to the Nominating Committee.
  7. Authority and Responsibilities.  The Nominating Committee shall discharge its responsibilities, and shall assess the information provided to it by the Company’s management and others, in accordance with its business judgment.

C. BOARD AND COMMITTEE MEMBERSHIP.

  1. Selection of Director Nominees.  Except where the Company is legally required by contract, bylaw or otherwise to provide third parties with the right to nominate directors, the Nominating Committee shall be responsible for (a) identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and (b) recommending to the Board the nominees for election as directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board.  In making such recommendations, the Nominating Committee shall consider candidates proposed by stockholders.  The Nominating Committee shall review and evaluate information available to it regarding candidates proposed by stockholders and shall apply the same criteria, and shall follow substantially the same process in considering them, as it does in considering other candidates.  The Nominating Committee may adopt, and periodically review and revise, as it deems appropriate, procedures regarding director candidates proposed by stockholders.
  2. Criteria for Selecting Directors.  The criteria to be used by the Nominating Committee in recommending directors, and by the Board in nominating directors, are as set forth in the Company’s corporate governance guidelines. The Nominating Committee shall annually reassess the adequacy of such criteria and submit any proposed changes to the Board for approval.
  3. Search Firms.  The Nominating Committee shall have the sole authority to retain and terminate any search firm to be used to identify director nominees, including sole authority to approve the search firm’s fees and other retention terms.  The Nominating Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of any search firm engaged by the Nominating Committee.
  4. Board Committees.  The Nominating Committee shall be responsible for recommending to the Board the directors to be appointed to each standing committee of the Board.  The Nominating Committee shall periodically review the composition of each Board committee and make recommendations to the Board for changes or rotation of committee members, the creation of additional Board committees, or the dissolution of Board committees.
  5. Request Director Resignations Pursuant to Corporate Governance Guidelines.  The Nominating Committee shall recommend whether or not the Board should request the resignation of a director from the Board, in accordance with the Company’s corporate governance guidelines.

D. CORPORATE GOVERNANCE

  1. Corporate Governance Guidelines.  The Nominating Committee shall oversee the Company’s corporate governance policies, practices and procedures, including identifying best practices and reviewing and recommending to the Board for approval any changes to the documents, policies and procedures in the Company’s corporate governance framework.  The Nominating Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of such policies, practices and procedures and recommend any proposed changes to the Board for approval.
  2. Board Leadership Structure.  The Nominating Committee shall periodically review the Board’s leadership structure to assess whether it is appropriate given the specific characteristics and circumstances of the Company.
  3. Evaluation of the Board and Management; Succession Planning. 
  • The Nominating Committee shall oversee periodic evaluation of the Board and its committees and report to the Board on the results of such evaluation.
  • The Nominating Committee shall oversee succession planning with respect to the Chief Executive Officer.
  • The Nominating Committee shall review the size and composition of the Board and determine whether to propose changes to either.
  • The Nominating Committee shall ensure that there is a process to solicit information from the Board that is required to be collected and reported on by the Company under stock exchange or Securities and Exchange Commission rules.
  1. Additional Duties.  In addition to the duties and responsibilities expressly delegated to the Nominating Committee in this Charter, the Nominating Committee may exercise any other powers and carry out any other responsibilities consistent with this Charter, the purposes of the Nominating Committee, the Company’s bylaws and applicable NYSE American rules.

E. PROCEDURES AND ADMINISTRATION

  1. Meetings.  The Nominating Committee shall meet as often as it deems necessary in order to perform its responsibilities.  The Nominating Committee may also act by unanimous written consent in lieu of a meeting.  The Nominating Committee shall keep such records of its meetings as it shall deem appropriate.
  2. Subcommittees.  The Nominating Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member) as it deems appropriate from time to time under the circumstances.
  3. Reports to the Board.  The Nominating Committee shall report regularly to the Board.
  4. Charter.  The Nominating Committee shall, at least annually, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
  5. Independent Advisors.  The Nominating Committee is authorized, without further action by the Board, to engage such independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities.  Such independent advisors may be the regular advisors to the Company.  The Nominating Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors as established by the Nominating Committee.
  6. Investigations.  The Nominating Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Nominating Committee or any advisors engaged by the Nominating Committee.
  7. Self-Evaluation.  The Nominating Committee shall annually evaluate its own performance.

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Effective Date: [●], 2026

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