Non-Executive Chairman of the Board. A Non-Employee Director serving as the Non-Executive Chairman of the Board shall receive an additional annual retainer of $35,000 for such service.

On March 15, 2023, ​ Inc. (the “Company”) announced the transition of ​cutive Chairman and Co-Founder, from the role of Executive Chairman to Chairman of the Board of Directors (the “Board”), effective immediately.

"Chairman" means the chairman of the Supervisory Board, from time to time;

Board. The term “Board” means the Board of Directors of the Company.

Board. “Board” is the Board of Directors of the Company, or such committee of the Board of Directors to which the Board of Directors of the Company has delegated the respective authority.

Chairman of the Board

· $400,000 per twelve-month period in a retainer payable monthly for his services as the non-management Chairman of the Board and Chairman of the Board of Directors of the Bank.

To Select the Chairman, Vice-Chairman, Secretary and Chief Executive Officer. The Board will select the chairman, vice-chairman and secretary of the Board and the Chief Executive Officer in compliance with Scio Diamond’s Certificate of Incorporation and Bylaws. The chairman and vice-chairman of the board will not be a current employee of Scio Diamond, or someone employed by Scio Diamond any time within the prior three years, unless the appointment is approved by two-thirds of the disinterested directors. The duties of the secretary may be performed by a Board member, Scio Diamond employee or outside consultant as long as the Board deems the individual qualified to keep accurate minutes of all meetings, act as parliamentarian and provide guidance to the Board to ensure that the actions of the Board are well documented and adhere to all legal, Financial Industry Regulatory Authority (FINRA) and Securities and Exchange Commission (SEC) guidelines.

The Chairman of the Board of Directors shall be appointed by the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. Except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by these By-Laws or by the Board of Directors.

Dana Brown Named President and CEO and Chairman of the Board