# BOARD RESOLUTION OF QDARIA

**WRITTEN CONSENT OF THE BOARD OF DIRECTORS**  
**IN LIEU OF A MEETING**

**Date:** [Date]

The undersigned, constituting all of the members of the Board of Directors (the "Board") of QDaria, a Swiss corporation (the "Company"), hereby consent to the adoption of the following resolutions by written consent in lieu of a meeting in accordance with the Company's Articles of Association:

## WHEREAS:

1. The Company has conducted a comprehensive review of executive compensation practices in the quantum computing and deep technology sectors;

2. The Company seeks to attract and retain exceptional executive talent to lead its growth and technical development;

3. The Compensation Committee has reviewed and recommended compensation packages for the Chief Executive Officer and Chief Operating Officer positions;

4. The Board has reviewed the Company's Executive Compensation Policy dated [Date];

## NOW, THEREFORE, BE IT RESOLVED:

### 1. ADOPTION OF EXECUTIVE COMPENSATION POLICY

**RESOLVED**, that the Executive Compensation Policy attached hereto as Exhibit A is hereby adopted and approved in all respects.

### 2. CEO COMPENSATION PACKAGE

**RESOLVED**, that the compensation package for Daniel Mo Houshmand as Chief Executive Officer is hereby approved as follows:

- **Base Salary**: CHF 500,000 per annum
- **Target Performance Bonus**: 60% of base salary (CHF 300,000)
- **Benefits**: 
  - Comprehensive health insurance (premium coverage)
  - Enhanced pension contributions
  - Annual education budget of CHF 50,000
  - Company car allowance of CHF 1,500 per month
- **Equity**: Existing founder equity to remain as is, with performance-based grants to be determined

**FURTHER RESOLVED**, that given Mr. Houshmand's role as founder-CEO and his existing equity position, his cash compensation reflects the Company's commitment to fiscal responsibility while recognizing his exceptional qualifications and market position.

### 3. COO COMPENSATION PACKAGE

**RESOLVED**, that the compensation package for Rajesh Chavan as Chief Operating Officer is hereby approved as follows:

- **Base Salary**: CHF 300,000 per annum
- **Signing Bonus**: CHF 50,000 (subject to 24-month clawback)
- **Target Performance Bonus**: 35% of base salary (CHF 105,000)
- **Equity Grant**: Stock options equivalent to 1.0% of fully diluted shares
  - 4-year vesting schedule with 1-year cliff
  - Exercise price at fair market value on grant date
- **Benefits**:
  - Comprehensive health insurance
  - Standard pension contributions with company matching
  - Annual education budget of CHF 20,000 for quantum computing education
  - Monthly mobility allowance of CHF 800
- **Other**: Relocation assistance as needed

**FURTHER RESOLVED**, that the CEO is authorized to extend the formal offer letter to Mr. Chavan substantially in the form attached as Exhibit B.

### 4. PERFORMANCE METRICS FOR 2025

**RESOLVED**, that the following performance metrics are approved for executive bonus calculations for fiscal year 2025:

**Company Metrics (60% weight):**
- Series A funding completion (25%)
- Achievement of technical milestones for Novera QPU deployment (25%)
- Revenue targets as per approved budget (25%)
- Strategic partnership agreements (25%)

**Individual Metrics (40% weight):**
- To be established through OKR process within 30 days of start date

### 5. COMPENSATION COMMITTEE FORMATION

**RESOLVED**, that a Compensation Committee is hereby established consisting of [Independent Director 1] and [Independent Director 2], with [Director 1] serving as Chair.

**FURTHER RESOLVED**, that the Compensation Committee shall have the authority to:
- Administer the Executive Compensation Policy
- Review and recommend future compensation adjustments
- Oversee performance evaluations
- Ensure market competitiveness through annual benchmarking

### 6. EQUITY PLAN AUTHORIZATION

**RESOLVED**, that the officers of the Company are authorized to reserve an additional 2,000,000 shares under the Company's Equity Incentive Plan to accommodate current and future executive grants.

### 7. IMPLEMENTATION AUTHORITY

**RESOLVED**, that the officers of the Company be, and each of them hereby is, authorized and directed to execute and deliver all documents and take all actions necessary or advisable to implement these resolutions.

### 8. RATIFICATION

**RESOLVED**, that any and all actions taken by the officers of the Company prior to the date hereof in connection with the matters contemplated by these resolutions are hereby ratified and approved.

### 9. CONFLICTS OF INTEREST

**NOTED**, that Daniel Mo Houshmand abstained from discussions and voting related to his own compensation package, in accordance with Swiss corporate governance requirements.

## SIGNATURES

IN WITNESS WHEREOF, the undersigned have executed this Written Consent as of the date first written above.

**BOARD OF DIRECTORS:**

_________________________________  
[Board Chair Name]  
Chairman of the Board  
Date: ___________

_________________________________  
[Director 2 Name]  
Director  
Date: ___________

_________________________________  
[Director 3 Name]  
Director  
Date: ___________

_________________________________  
[Director 4 Name]  
Director  
Date: ___________

_________________________________  
Daniel Mo Houshmand  
Director and CEO  
(Abstained from Resolution 2)  
Date: ___________

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**EXHIBITS:**
- Exhibit A: Executive Compensation Policy
- Exhibit B: COO Offer Letter Template

**CERTIFICATION**

I, [Secretary Name], Secretary of QDaria, hereby certify that the foregoing constitutes a true and correct copy of resolutions duly adopted by written consent of the Board of Directors of the Company, and that such resolutions have not been modified or rescinded and remain in full force and effect.

_________________________________  
[Secretary Name]  
Corporate Secretary  
Date: ___________