The Red Fiber Holdings LLC Management Committee (the “Management Committee”) and Initial Common Founder Voting Shareholders shall have the sole authority for the hiring or termination of Senior Management.  “Senior Management” consists of the following positions (or as may be amended by the “Delegated Authority Schedule of Red Fiber Holdings LLC and Its Subsidiaries” document):

• President and Chief Executive Officer
• Chief Financial Officer
• Chief Operating Officer
• President, CBTS
• Chief Culture Officer
• Vice President and General Counsel
• Vice President – Corporate Development
• Senior Vice President and Chief Information Officer

            The Compensation Committee (the “Committee”) of the Red Fiber Holdings LLC Board of Directors (the “Board”) shall be comprised of three or more members of the Board, all of whom shall be non-employee directors and comply in all respects with the standards established from time to time by the Securities and Exchange Commission (the “SEC”). 
 
            Members of the Committee shall be appointed by the Management Committee and may be removed by the Management Committee in its discretion.  All members of the Committee shall have sufficient relevant experience and the ability to enable them to discharge their responsibilities.  No member of the Compensation Committee shall be an officer or former officer of the Company or an “affiliated person” of the Company or any of its subsidiaries. 
 
            The Committee shall meet as needed either in person or virtually and may also take action via written consent resolutions. 
 
            The purpose of the Committee shall be to assist the Management Committee in its oversight of compensation, benefits and other matters as assigned by the Management Committee.  The Committee shall have the following authorities and responsibilities:

1. Approve the salary review and annual bonus for Senior Management.

2. Approve the salary review and annual bonus for staff other than Senior Management

3. Approve the annual bonus pool for each year.

4. Establish, materially modify or terminate pension, 401(k) and supplemental retirement plans or similar plans

            The Committee shall report regularly to the Board on its committee meetings. The Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board for approval. The Committee shall publicly disclose its charter and any amendments thereto on the Company’s website and/or as otherwise required by the SEC.

            Approved:  04.13.2022