Governance
Charter of the Nominating and Corporate Governance Committee of the Board of Directors of Avalanche Treasury Corporation
Last updated: June 2026
PURPOSE OF THE COMMITTEE
The purposes of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Avalanche Treasury Corporation (the “Corporation”) shall be: (i) to identify and to recommend to the Board individuals qualified to serve as directors of the Corporation and on committees of the Board; (ii) to advise the Board with respect to Board composition, procedures and committees; (iii) to develop and recommend to the Board a set of corporate governance principles applicable to the Corporation; (iv) to oversee the evaluation of the Board and the Corporation’s management; and (v) to perform such further functions as may be consistent with this Charter or assigned by applicable law, the Corporation’s certificate of incorporation or bylaws, as amended from time to time, or the Board.
COMPOSITION OF THE COMMITTEE
he Committee shall consist of two or more independent directors, as determined from time to time by the Board; provided, however, the Corporation may utilize any phase-in or exemptions that The Nasdaq Stock Market LLC (“Nasdaq”) allows for controlled companies, such as but not limited to the phase-in requirement that the Corporation has a Nominating and Corporate Governance Committee composed entirely of independent directors, or the ability to combine nominating functions with compensation functions. Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements of Nasdaq and any additional requirements that the Board deems appropriate.
The chairperson of the Committee shall be designated by the Board, provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson.
Any vacancy on the Committee shall be filled by majority vote of the Board. No member of the Committee shall be removed except by majority vote of the Board.
MEETINGS AND PROCEDURES OF THE COMMITTEE
The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less than twice annually. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.
A majority of the members of the Committee shall constitute a quorum for a meeting and the affirmative vote of a majority of members present at a meeting at which a quorum is present shall constitute the action of the Committee. A person may participate in a meeting of the Committee by conference telephone, video, a virtual platform or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the members of the Committee the meeting shall be deemed to be held at the place where the chairperson is located at the start of the meeting. The Committee shall otherwise establish its own rules of procedure.
The Committee shall maintain minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate. Committee actions may be taken by unanimous written consent.
DUTIES AND RESPONSIBILITIES OF THE COMMITTEE
Board Candidates and Nominees
The Committee shall have the following duties and responsibilities with respect to Board candidates and nominees:
(a) Assist in identifying, recruiting and, if appropriate, interviewing candidates to fill positions on the Board, including persons suggested by stockholders or others. The Committee may, if it deems appropriate, establish procedures to be followed by stockholders in submitting recommendations for Board candidates.
(b) Review the background and qualifications of individuals being considered as director candidates. Among the qualifications considered in the selection of candidates, the Committee shall look at the following attributes and criteria of candidates: experience, skills, expertise, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that the Committee considers appropriate in the context of the needs of the Board.
(c) Recommend to the Board the director nominees for election by the stockholders or appointment by the Board, as the case may be, pursuant to the bylaws of the Corporation, which recommendations shall be consistent with the criteria for selecting directors established by the Board from time to time.Review the suitability for continued service as a director of each Board member when his or her term expires and when he or she has a change in status, including but not limited to an employment change, and recommend whether the director should be re-nominated.
Board Composition and Procedures
The Committee shall have the following duties and responsibilities with respect to the composition and procedures of the Board as a whole:
(a) Review annually with the Board the composition of the Board as a whole and recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise required for the Board as a whole and contains a majority of independent directors.
(b) Review periodically the size of the Board and recommend to the Board any appropriate changes.
(c) Make recommendations on the frequency and structure of Board meetings.
(d) Make recommendations concerning any other aspect of the procedures of the Board that the Committee considers warranted, including but not limited to procedures with respect to the waiver by the Board of any Corporation rule, guideline, procedure or corporate governance principle.
Board Committees
The Committee shall have the following duties and responsibilities with respect to the committee structure of the Board:
(a) After consultation with the Chairman of the Board and Chief Executive Officer and after taking into account the experiences and expertise of individual directors, make recommendations to the Board regarding the size and composition of each standing committee of the Board, including the identification of individuals qualified to serve as members of a committee, including the Committee, and recommend individual directors to fill any vacancy that might occur on a committee, including the Committee.
(b) Monitor the functioning and effectiveness of the committees of the Board and make recommendations for any changes, including the creation and elimination of committees.
(c) Review annually committee assignments and the policy with respect to the rotation of committee memberships and/or chairpersonships, and report any recommendations to the Board.
(d) Recommend that the Board establish such special committees as may be desirable or necessary from time to time in order to address ethical, legal or other matters that may arise. The Committee’s power to make such a recommendation under this Charter shall be without prejudice to the right of any other committee of the Board, or any individual director, to make such a recommendation at any time.
Corporate Governance
The Committee shall have the following duties and responsibilities with respect to corporate governance:
Develop and review at least annually, the corporate governance principles adopted by the Board, and recommend any desirable changes to the Board.
(a))Consider any other corporate governance issues that arise from time to time, and develop appropriate recommendations for the Board.
Evaluation of the Board and Management
The Committee shall be responsible for overseeing the evaluation of the Board as a whole and management and shall evaluate and report to the Board on the performance and effectiveness of the Board and each of its committees. The Committee shall establish procedures to allow it to exercise this oversight function.
Succession Planning
The Committee is responsible for developing and recommending to the Board for approval succession plans for the Chief Executive Officer and certain other senior management positions. To assist the Committee, the Chief Executive Officer shall periodically provide the Committee with an assessment of persons considered potential successors to the Chief Executive Officer and other senior management positions.
SUBCOMMITTEES; DELEGATION OF AUTHORITY
The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members; and provided further that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole. Actions taken by any subcommittee shall be presented to the full Committee at the next Committee meeting.
EVALUATION OF THE COMMITTEE
The Committee shall, at least annually, evaluate its performance. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope and shall recommend such changes as it deems necessary or appropriate. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.
The Committee shall deliver to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Corporation’s or the Board’s policies or procedures.
INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS
The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may retain, at the Corporation’s expense, such independent counsel or other consultants or advisers as it deems necessary to carry out the Committee’s responsibilities. The Committee shall have the sole authority to retain or terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms, such fees to be borne by the Corporation. The Corporation may incur any additional expenses it deems necessary or appropriate in the performance of its duties, unless prohibited by applicable law.
The purposes of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Avalanche Treasury Corporation (the “Corporation”) shall be: (i) to identify and to recommend to the Board individuals qualified to serve as directors of the Corporation and on committees of the Board; (ii) to advise the Board with respect to Board composition, procedures and committees; (iii) to develop and recommend to the Board a set of corporate governance principles applicable to the Corporation; (iv) to oversee the evaluation of the Board and the Corporation’s management; and (v) to perform such further functions as may be consistent with this Charter or assigned by applicable law, the Corporation’s certificate of incorporation or bylaws, as amended from time to time, or the Board.
COMPOSITION OF THE COMMITTEE
he Committee shall consist of two or more independent directors, as determined from time to time by the Board; provided, however, the Corporation may utilize any phase-in or exemptions that The Nasdaq Stock Market LLC (“Nasdaq”) allows for controlled companies, such as but not limited to the phase-in requirement that the Corporation has a Nominating and Corporate Governance Committee composed entirely of independent directors, or the ability to combine nominating functions with compensation functions. Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements of Nasdaq and any additional requirements that the Board deems appropriate.
The chairperson of the Committee shall be designated by the Board, provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson.
Any vacancy on the Committee shall be filled by majority vote of the Board. No member of the Committee shall be removed except by majority vote of the Board.
MEETINGS AND PROCEDURES OF THE COMMITTEE
The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less than twice annually. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.
A majority of the members of the Committee shall constitute a quorum for a meeting and the affirmative vote of a majority of members present at a meeting at which a quorum is present shall constitute the action of the Committee. A person may participate in a meeting of the Committee by conference telephone, video, a virtual platform or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the members of the Committee the meeting shall be deemed to be held at the place where the chairperson is located at the start of the meeting. The Committee shall otherwise establish its own rules of procedure.
The Committee shall maintain minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate. Committee actions may be taken by unanimous written consent.
DUTIES AND RESPONSIBILITIES OF THE COMMITTEE
Board Candidates and Nominees
The Committee shall have the following duties and responsibilities with respect to Board candidates and nominees:
(a) Assist in identifying, recruiting and, if appropriate, interviewing candidates to fill positions on the Board, including persons suggested by stockholders or others. The Committee may, if it deems appropriate, establish procedures to be followed by stockholders in submitting recommendations for Board candidates.
(b) Review the background and qualifications of individuals being considered as director candidates. Among the qualifications considered in the selection of candidates, the Committee shall look at the following attributes and criteria of candidates: experience, skills, expertise, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that the Committee considers appropriate in the context of the needs of the Board.
(c) Recommend to the Board the director nominees for election by the stockholders or appointment by the Board, as the case may be, pursuant to the bylaws of the Corporation, which recommendations shall be consistent with the criteria for selecting directors established by the Board from time to time.Review the suitability for continued service as a director of each Board member when his or her term expires and when he or she has a change in status, including but not limited to an employment change, and recommend whether the director should be re-nominated.
Board Composition and Procedures
The Committee shall have the following duties and responsibilities with respect to the composition and procedures of the Board as a whole:
(a) Review annually with the Board the composition of the Board as a whole and recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise required for the Board as a whole and contains a majority of independent directors.
(b) Review periodically the size of the Board and recommend to the Board any appropriate changes.
(c) Make recommendations on the frequency and structure of Board meetings.
(d) Make recommendations concerning any other aspect of the procedures of the Board that the Committee considers warranted, including but not limited to procedures with respect to the waiver by the Board of any Corporation rule, guideline, procedure or corporate governance principle.
Board Committees
The Committee shall have the following duties and responsibilities with respect to the committee structure of the Board:
(a) After consultation with the Chairman of the Board and Chief Executive Officer and after taking into account the experiences and expertise of individual directors, make recommendations to the Board regarding the size and composition of each standing committee of the Board, including the identification of individuals qualified to serve as members of a committee, including the Committee, and recommend individual directors to fill any vacancy that might occur on a committee, including the Committee.
(b) Monitor the functioning and effectiveness of the committees of the Board and make recommendations for any changes, including the creation and elimination of committees.
(c) Review annually committee assignments and the policy with respect to the rotation of committee memberships and/or chairpersonships, and report any recommendations to the Board.
(d) Recommend that the Board establish such special committees as may be desirable or necessary from time to time in order to address ethical, legal or other matters that may arise. The Committee’s power to make such a recommendation under this Charter shall be without prejudice to the right of any other committee of the Board, or any individual director, to make such a recommendation at any time.
Corporate Governance
The Committee shall have the following duties and responsibilities with respect to corporate governance:
Develop and review at least annually, the corporate governance principles adopted by the Board, and recommend any desirable changes to the Board.
(a))Consider any other corporate governance issues that arise from time to time, and develop appropriate recommendations for the Board.
Evaluation of the Board and Management
The Committee shall be responsible for overseeing the evaluation of the Board as a whole and management and shall evaluate and report to the Board on the performance and effectiveness of the Board and each of its committees. The Committee shall establish procedures to allow it to exercise this oversight function.
Succession Planning
The Committee is responsible for developing and recommending to the Board for approval succession plans for the Chief Executive Officer and certain other senior management positions. To assist the Committee, the Chief Executive Officer shall periodically provide the Committee with an assessment of persons considered potential successors to the Chief Executive Officer and other senior management positions.
SUBCOMMITTEES; DELEGATION OF AUTHORITY
The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members; and provided further that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole. Actions taken by any subcommittee shall be presented to the full Committee at the next Committee meeting.
EVALUATION OF THE COMMITTEE
The Committee shall, at least annually, evaluate its performance. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope and shall recommend such changes as it deems necessary or appropriate. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.
The Committee shall deliver to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Corporation’s or the Board’s policies or procedures.
INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS
The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may retain, at the Corporation’s expense, such independent counsel or other consultants or advisers as it deems necessary to carry out the Committee’s responsibilities. The Committee shall have the sole authority to retain or terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms, such fees to be borne by the Corporation. The Corporation may incur any additional expenses it deems necessary or appropriate in the performance of its duties, unless prohibited by applicable law.