{"url_path":"/sec/nklr/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 DIRECTORS, EXECUTIVE OFFICERS AND","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/2067627/0001213900-26-068933-index.html","accession_number":"0001213900-26-068933","cik":"0002067627","ticker":"NKLR","issuer_name":"Terra Innovatum Global N.V.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2067627/0001213900-26-068933-index.html","primary_entity_key":"0002067627","primary_entity_name":"Terra Innovatum Global N.V."},"word_count":4215,"has_tables":true,"body_markdown":"**ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND\nCORPORATE GOVERNANCE.**\n\n** **\n\n**Directors and Executive Officers**\n\n \n\nThe Board of Directors is currently composed\nof seven members, consisting of:\n\n \n\n \n●\n4 Executive Directors; and\n\n \n\n \n●\n3 Non-Executive Directors.\n\n \n\nThe following table sets forth certain information\nrelating to the persons who serve as executive officers and Executive and Non-Executive Directors of Terra as of the date of this Annual\nReport.\n\n \n\n**Name**\n \n**Age**\n \n**Title**\n\nAlessandro Petruzzi\n \n50\n \nChief Executive Officer and Executive Director\n\nCesare Frepoli\n \n60\n \nChief Operating Officer, Director of Licensing and Regulatory Affairs and Executive Director\n\nMarco Cherubini\n \n52\n \nChief Technology Officer and Product Director\n\nMassimo Morichi\n \n65\n \nChief Strategy Officer, SOLO Safeguards Director and Executive Director\n\nKatherine\nWilliams1\n \n68\n \nChief Financial Officer and Executive Director1\n\nRex S. Jackson\n \n66\n \nIndependent\nNon-Executive Director\n\nMichael Howard\n \n68\n \nIndependent\nNon-Executive Director and Chairperson of the Board of Directors\n\nPeter Hastings\n \n65\n \nIndependent\nNon-Executive Director\n\n \n\n(1)As\nof March 29, 2026, Ms. Williams was designated as Executive Director and Chief Financial Officer (CFO) of the Company. Ms.\nWilliams has yet to be officially appointed as Executive Director and CFO during the 2026 annual general meeting.\n\n \n\n**Biographies of Executive Officers and Directors**\n\n \n\nSet forth below are brief accounts of the business\nexperience during at least the past five years of each executive officer and Director of Terra.\n\n** **\n\n**Alessandro Petruzzi, Ph.D.,** is a Co-Founder\nof Terra Innovatum S.R.L. and has served as President since its inception. He is Chief Executive Officer (CEO) of Terra and Executive\nDirector since October 2025. He also founded Nuclear and Industrial Engineering, S.R.L. (NINE), a company that provides safety assessment\nservices in the framework of licensing applications worldwide. He serves as Chair of the OECD/NEA Expert Group on Reactor Core Thermal-Hydraulics\n(EGTHM) and is an Industry Professor at McMaster University, Canada. He has managed international safety and licensing projects for nuclear\nfacilities in Argentina, the UK, Finland, Brazil and Poland, including leading the safety accident analysis for Atucha-2 NPP for the Argentinean\nutility, the Hanikhivhi NPP for the Finnish utility and recently the independent safety analysis of the entire Final Safety Analysis Report\nof Westinghouse AP1000 for the Polish utility. He has contributed as an expert to IAEA safety review and training programs and is the\nscientific investigator for NINE on several IAEA research projects. He has co-authored numerous scientific publications and the IAEA SSG-2\nguidance. He has also organized major conferences such as NURETH 15, BEPU2018, and BEPU2024. Alessandro earned his PhD in Nuclear and\nIndustrial Safety from the “Leonardo da Vinci” Doctoral Engineering School in 2008, following over nine years with the Nuclear\nResearch Group of San Piero a Grado (GRNSPG), University of Pisa.\n\n** **\n\n**Dr. Marco Cherubini** is a Co-Founder\nof Terra Innovatum S.R.L., who has served as Chief Technology Officer and SOLO Product Director since December 2021. Prior to joining\nTerra, Dr. Cherubini was a Co-Founder and board member at Nuclear and Industrial Engineering S.R.L. (NINE), a leading engineering firm\nin nuclear safety, serving as Vice-President and Head of the Core Behavior Area, and supporting major projects in Australia, Argentina,\nFinland, Norway, and France, from July 2011. Dr. Cherubini has played a key role in emergency preparedness for nuclear-propelled vessels\nand in the licensing of advanced reactors globally. Dr. Cherubini holds an M.S. in Nuclear Engineering and Ph.D. Nuclear and Industrial\nSafety from the University of Pisa.\n\n \n\n57\n\n** **\n\n**Dr. Cesare Frepoli**has served as Co-Founder,\nChief Operating Officer, and Director of Licensing and Regulatory Affairs at Terra since September 2021, and as Executive Director since\nOctober 2025. He has over 30 years of experience in nuclear engineering, specializing in safety analysis, regulatory strategy, and\nadvanced simulation technologies. Dr. Frepoli serves as President and Chief Executive Officer of FPoliSolutions, a firm providing\nrisk-informed safety analysis and regulatory support to nuclear and green energy sectors, from July 2013 to September 2021. Prior to that,\nDr. Frepoli worked at Westinghouse Electric Company, a supplier of nuclear technology, where he served as an advisor and engineer\nfrom September 2001 to July 2013, receiving multiple George Westinghouse awards recognizing his leadership and innovation. Cesare holds\na Ph.D. in Nuclear Engineering from Penn State University and a Master’s from Politecnico di Milano.\n\n** **\n\n**Dr. Massimo Morichi** has served as\nPartner, Chief Strategy Officer, and SOLO Safeguards Director at Terra, since April 2025, and as an Executive Director since October\n2025. Dr. Massimo is also currently a member of the Board of CAEN SpA Group and a professor at Aix-Marseille University and lecturer\nat University of PISA and UNICAM. Between 2016 and 2025, he held executive management roles and served on the Board of CAEN SpA Group.\nBetween 2005 and 2016, he held senior executive roles including EVP Director Global R&D and Innovation at AREVA Group, a French multination\ngroup specializing in nuclear power, VP R&D CTO at CANBERRA Industries (U.S.), and Group Leader for major site remediation project\nin Japan. Dr. Morichi has led the development of over 65 nuclear measurement solutions, advanced safeguards systems for the IAEA, and\ndirected the EU MICADO project for nuclear waste characterization. He is lecturer at universities in France and Italy. He holds an M.S.\nand PhD in Nuclear Physics from the University “La Sapienza” of Rome, a B.S. in Nuclear Engineering from IT IS Enrico Fermi\nROMA, and is a Certified Radiation Protection Expert.\n\n \n\n**Katherine Williams** has served as Executive\nDirector and Chief Financial Officer (CFO) of Terra since March 2026. Previously, Ms. Williams served as a Non-Executive Director and\nChairperson of the Board of Directors from October 2025 until March 2026. As of March 29, 2026, Ms. Williams was designated as Executive\nDirector and Chief Financial Officer (CFO) of the Company. Ms. Williams has yet to be officially appointed as Executive Director and CFO\nduring the 2026 annual general meeting. Since April 2025, Ms. Williams has served as CFO of Solestiss LLC, an energy developer and consultancy\nspecializing in the nuclear and renewable energy sectors. Prior to Solestiss, from February 2002 to May 2024, Ms. Williams served as CEO\nand CFO of Framatome Inc., a global nuclear engineering and technology company that designs, builds, maintains, and services nuclear steam\nsupply systems (NSSS) and equipment for nuclear power plants. Ms. Williams holds a B.S. from the College of Charleston and her MBA from\nthe University of Pittsburgh.\n\n** **\n\n58\n\n** **\n\n**Rex S. Jackson** has served as a Non-Executive\nDirector of Terra since October 2025. From May 2018 until November 2023, Mr. Jackson served as CFO of ChargePoint Inc. (NYSE: CHPT),\na publicly-traded provider of charging solutions for electric vehicles. Mr. Jackson previously served as CFO of Gigamon Inc. (GIMO),\na developer of network and security visibility solutions, from October 2016 until April 2018 after the completion of the Company’s\ngoing private transaction, and as CFO of Rocket Fuel Inc. (FUEL), an advertising technology company, from March 2016 to October 2016.\nMr. Jackson served on the board of directors of EMCORE Corporation (EMKR) from 2015 to 2024, and of Energous Corporation (WATT),\na company that develops wireless charging technology, from 2014 until 2019. Mr. Jackson also served as CFO of JDS Uniphase Corporation\n(JDSU), a provider of network and service enablement solutions and optical products for telecommunications service providers, cable operators,\nand network equipment manufacturers, from January 2013 through September 2015, where he drove the separation of JDSU into two independent\npublic companies in August 2015. Mr. Jackson joined JDSU in January 2011 as Senior Vice President, Business Services, with responsibility\nfor corporate development, legal, corporate marketing and information technology. From 2007 to 2010, Mr. Jackson served as CFO of\nSymyx Technologies, Inc. (SMMX), a provider of informatics and automation products, where he led the Company’s acquisition of MDL\nInformation Systems, Inc. and subsequent merger of equals with another public company. Mr. Jackson also previously served as acting\nCFO at Synopsys, Inc. (SNPS), a provider of electronic design automation software and services, and held executive positions with Avago\nTechnologies Limited (now Broadcom Inc. (AVGO)), a provider of analog semiconductor devices, AdForce, Inc. (ADFC) and Read-Rite Corporation\n(RDRT). Mr. Jackson holds a B.A. from Duke University and earned his J.D. from Stanford University Law School. Mr. Jackson’s\naccounting and financial expertise, general business acumen, extensive knowledge of a range of technologies and significant executive\nleadership experience were the primary qualifications that the Board of Directors considered in concluding that he should serve as a director\nof Terra.\n\n** **\n\n**Michael W. Howard** has been a Non-Executive\nDirector of Terra since October 2025. As of March 29, 2026, Mr. Howard serves as Chairperson of the Board of Directors. From 1999 to 2020,\nDr. Howard held several leadership positions within EPRI, a global organization headquartered in Palo Alto, California, with several offices\nacross the U.S. and internationally. Dr. Howard led EPRI in developing technological innovations related to electricity production, delivery,\nand consumption, including advancements in nuclear power, renewable energy, energy storage, and electric vehicles. In 2010, the EPRI Board\nof Directors appointed Dr. Howard as President and CEO of EPRI, a role he held until his retirement at the end of 2020. He was then honored\nwith the title of CEO Emeritus by the Board. From 1996 to 1999, Dr. Howard was the President and CEO of PEAC, a technology-driven\npower electronics company that offered power quality solutions to large industrial customers and electric utility companies, which was\nacquired by EPRI in 1999. In 1990, Dr. Howard co-founded Scientific Imaging Solutions, a technology company specializing in advanced image\nprocessing systems for automated microscopic material and biological image analysis, which merged with an affiliated firm in Pittsburgh\nin 1992. From 1992 to 1999, Dr. Howard joined a venture capital firm that provided equity and debt investment to early-stage tech companies\nwhile serving as an adjunct professor at the University of Tennessee, where he taught various master’s and Ph.D. courses in Industrial\nand Systems Engineering. Dr. Howard earned his B.S. in Electrical Engineering from the University of Tennessee, his M.S. in Business and\nEngineering from the University of Pittsburgh, and his Ph.D. from the University of Tennessee’s College of Engineering, focusing\nhis dissertation on advanced artificial intelligence. Dr. Howard also attended the Reactor Technology Course for Utility Executives co-sponsored\nby the Massachusetts Institute of Technology (MIT) and the Institute for Nuclear Power Operations (INPO). Dr. Howard is also a member\nof the Carnegie Mellon University Scott Institute advisory council and Chair Emeritus of the World Energy Council in London, England.\nDr. Howard’s extensive experience in the energy sector, especially the electricity sector were the primary qualifications that the\nBoard of Directors considered in concluding that he should serve as a director of Terra.\n\n \n\nPeter Hastings has been a Non-Executive Director of Terra since October\n2025. Mr. Hastings is also a Senior Fellow for the Nuclear Innovation Alliance, a Washington, DC-based, non-profit, non-partisan, think\ntank focused on catalyzing the next era of nuclear energy. He also consults with numerous nuclear energy clients through The Hastings\nGroup, LLC, a management and regulatory advisory firm. From March 2018 to October 2025, Mr. Hastings was employed at Kairos Power LLC,\na small modular reactor developer, where he served as Vice President of Regulatory, Quality, and Public Affairs, leading teams responsible\nfor Kairos licensing and permitting activities, siting, reliability engineering, quality assurance, nuclear safeguards and security, internal\nand external communications and community engagement, and government relations Prior to joining Kairos, Mr. Hastings founded The Hastings\nGroup and consulted with the Electric Power Research Institute, the Nuclear Energy Institute, the Nuclear Innovation Alliance, the Tennessee\nValley Authority, Southern Company, and several advanced reactor developers on the regulatory framework for advanced reactors, the risk-informed\n“Licensing Modernization” project, source term development, and risk-informed emergency planning. He also held previous positions\nwith Generation mPower, Duke Energy, and NuStart Energy Development. Mr. Hastings is a former member of several prominent nuclear energy\nindustry institutes and councils, including the US Nuclear Industry Council and was Chairman of its Advanced Reactor Working Group, Chair\nof the Nuclear Energy Institute’s Advanced Reactor Regulatory Working Group, Vice Chair of the World Nuclear Association’s\nCORDEL Working Group and Chair of its Small Modular Reactor Task Force, Chair of the US High-Temperature Reactor Technology Working Group,\nand appointed member of the US Chamber of Commerce Civil Nuclear Trade Advisory Committee, as well as a member of numerous industry steering\ncommittees. Mr. Hastings earned his B.S. in nuclear engineering from NC State University and is a registered Professional Engineer in\nNorth and South Carolina. Mr. Hastings’ extensive experience in the nuclear energy sector was the primary qualification that\nthe Board of Directors considered in concluding that he should serve as a director of Terra.\n\n \n\n59\n\n \n\n**Family Relationships**\n\n \n\nOur Chief Business Officer, Giordano Morichi,\nis the son of our Chief Executive Officer, Massimo Morichi. Other than this, there are no other family relationships between or among\nany of the persons who will serve as directors or executive officers of Terra.\n\n \n\n**Dutch Corporate Governance Code**\n\n \n\nSince Terra qualifies as a listed Dutch public\nlimited liability company (*naamloze vennootschap*), Terra is subject to the Dutch Corporate Governance Code (the **“DCGC”**).\nThe DCGC contains both principles and best practice provisions on corporate governance that regulate relations between the board of directors\nand the general meeting and matters in respect of financial reporting, auditors, disclosure, compliance and enforcement standards. The\nDCGC is based on a “comply or explain” principle. Accordingly, Terra is required to disclose in its statutory board report,\nfiled in the Netherlands, whether it complies with the provisions of the DCGC. If Terra does not comply with these provisions, Terra is\nrequired to give the reasons for such non-compliance.\n\n \n\n**Diversity and Director and Officer Qualifications**\n\n \n\nTerra has not formally established any specific,\nminimum qualifications that must be met by each of its directors. However, Terra generally evaluates the following qualities: educational\nbackground, diversity of professional experience, including whether the person is a current or was a former chief executive officer or\nchief financial officer of a public company or the head of a division of a prominent international organization, knowledge of Terra’s\nbusiness, integrity, professional reputation, independence, wisdom, and ability to represent the best interests of Terra’s shareholders.\n\n \n\nFurthermore, from the moment Terra qualifies as\na so-called “large company” under Dutch law, it will be subject to the gender diversity target regime. Under this target regime\nTerra would have to set appropriate and ambitious targets — which should take the form of target ratios — to\nbring about a more balanced ratio of men to women with regard to its directors. A Dutch company qualifies as large, if it meets at least\ntwo of the following three criteria on at least two successive balance sheet dates: (a) the value of the total assets (based on its\nbalance sheet and explanatory notes) on the basis of historical cost (acquisition and production cost) exceeds EUR 25 million, (b) the\nnet turnover for the financial year exceeds EUR 50 million and (c) the average number of employees is 250 or more.\n\n \n\nThe Nominating and Corporate Governance Committee** **of\nthe Board of Directors has adopted policies regarding director qualification requirements (including a diversity policy) and the process\nfor identifying and evaluating director candidates for adoption by the Board of Directors.\n\n** **\n\n**Board Regulations**\n\n \n\nThe Board of Directors has adopted written rules\nand regulations dealing with, *inter alia*, its internal organization, the manner in which decisions are taken, any quorum requirements,\nthe composition, duties and organization of its committees and any other matters concerning the Board of Directors, the executive directors,\nthe non-executive directors and committees established by the Board of Directors.\n\n \n\n**Board Meetings and Committees**\n\n \n\nDuring our last fiscal year, each of our directors\nattended at least 75% of the aggregate of (i) the total number of Board meetings and (ii) the total number of meetings of the committees\non which the director served.\n\n \n\n60\n\n \n\n**Independent Directors**\n\n \n\nIn connection with the Business Combination, the\nTerra Ordinary Shares were listed on Nasdaq. Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s\nboard of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s\naudit, compensation and nominating and corporate governance committees be independent. Under the rules of Nasdaq, a director will only\nqualify as an “independent director” if in the opinion of that company’s board of directors, that person does not have\na relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit\ncommittee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and\nthe rules of Nasdaq. Remuneration committee members must also satisfy the additional independence criteria set forth in Rule 10C-1\nunder the Exchange Act and the rules of Nasdaq. Due to the resignation of one of its independent Non-Executive Directors on November\n7, 2025 for personal reasons and following the appointment of Ms. Williams as the Company’s Chief Financial Officer, Terra currently\nis not in compliance with the majority independent board requirement but will resolve the noncompliance through the addition of a new\nindependent Non-Executive Director.\n\n \n\nIn order to be considered independent for purposes\nof Rule 10A-3 under the Exchange Act and under the rules of Nasdaq, a member of an audit committee of a listed company may\nnot, other than in his or her capacity as a member of the committee, the board of directors, or any other board committee: (a) accept,\ndirectly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (b) be\nan affiliated person of the listed company or any of its subsidiaries.\n\n \n\nTo be considered independent for purposes of\nRule 10C-1 under the Exchange Act and under the rules of Nasdaq, the board of directors must affirmatively determine that the\nmember of the remuneration committee is independent, including a consideration of all factors specifically relevant to determining whether\nthe director has a relationship to the Company which is material to that director’s ability to be independent from management in\nconnection with the duties of a remuneration committee member, including, but not limited to:\n\n \n\n \n(i)\nthe source of compensation of such director, including any consulting, advisory or other compensatory\nfee paid by the Company to such director; and\n\n \n\n \n(ii)\nwhether such director is affiliated with the Company, a Subsidiary of the Company or an affiliate\nof a Subsidiary of the Company.\n\n \n\nThe Board of Directors has undertaken a review\nof the independence of each Director and considered whether each Director of Terra has a material relationship with Terra that could compromise\nhis or her ability to exercise independent judgment in carrying out his or her responsibilities. Rex Jackson, Michael Howard and Peter\nHastings are considered “independent directors” as defined under the listing requirements and rules of Nasdaq and the applicable\nrules of the Exchange Act.\n\n \n\nIn addition, certain provisions regarding the\nindependency of non-executive directors apply based on the DCGC. The composition of the non-executive directors is such that the\nmembers are able to operate independently and critically *vis-à-vis* one another, the executive directors and any particular\ninterests involved. The composition of the non-executive directors should be such that they are able to operate independently and critically\n*vis-à-vis* one another, the executive directors and any particular interests involved. In order to safeguard the independence\nof the non-executive directors, certain independency criteria apply, being in any case that the DCGC stipulates that a majority of the\nnon-executive directors should be independent within the meaning of the DCGC and that for each shareholder or group of affiliated shareholders\ndirectly or indirectly holding more than 10 per cent of the shares in Terra, there is at most one executive director who can be considered\nto be affiliated with or representing them in conformity with the independence rules as included in the DCGC.\n\n \n\nFurthermore, the Chairperson of the Board of Directors\nshould not be a former executive director and should be independent within the meaning of the DCGC.\n\n \n\nAll of Terra’s Non-Executive Directors,\nqualify as independent within the meaning of the DCGC.\n\n \n\n61\n\n \n\n**Committees of the Board of Directors****\n\n \n\nThe standing committees of the Board of Directors\nconsist of an audit committee (the **“Audit Committee”**), a remuneration committee (the **“Remuneration\nCommittee”**), and a nominating and corporate governance committee (the **“Nominating and Corporate Governance Committee”**).\nThe responsibilities and composition of each committee following the Business Combination are set forth below.\n\n** **\n\n**Audit Committee**\n\n \n\nOur Audit Committee has been established in accordance\nwith Section 3(a)(58)(A) of the Exchange Act. Due to the resignation of one of its independent directors on November 7,\n2025 for personal reasons, the Audit Committee currently consists of three Directors, each of whom is a Non-Executive Director of the\nBoard of Directors and an independent director as well as “financially literate” as defined under the Nasdaq listing standards.\nThe members of the Audit Committee are Rex Jackson (Chair), Michael Howard, and Peter Hastings.\n\n \n\nThe purpose of the Audit Committee is to prepare\nthe audit committee report required by the SEC to be included in Terra’s proxy statement and to assist the Board of Directors to\n(A) oversee: (i) accounting and financial reporting processes and the audits of the financial statements of Terra; (ii) the\nintegrity of Terra’s financial statements; (iii) Terra’s processes relating to risk management and the conduct and systems\nof internal control over financial reporting and disclosure controls and procedures; (iv) the qualifications, engagement, compensation,\nindependence and performance of Terra’s independent auditor, and the auditor’s conduct of the annual audit of the Terra’s\nfinancial statements and any other services provided to Terra; and (v) the performance of Terra’s internal audit function,\nif any; and (B) produce the annual report of the Audit Committee required by the rules of the SEC.\n\n \n\nThe Board of Directors Audit Committee operates pursuant to a written\ncharter for the Audit Committee which is available on Terra’s website.\n\n** **\n\n**Remuneration Committee**\n\n \n\nOur Remuneration Committee consists of at least\ntwo Directors, each of whom is a Non-Executive Director of the Board of Directors and an independent director under Nasdaq’s listing\nstandards. The members of the Remuneration Committee are Michael Howard (Chair) and Peter Hastings.\n\n \n\nThe purpose of the Remuneration Committee is to\nassist the Board of Directors to (A) carry out the Board of Directors’ overall responsibility relating to organizational strength\nand executive compensation; (B) assist the Board of Directors in overseeing Terra’s employee compensation policies and practices,\nincluding (i) determining and approving the compensation of Terra’s Chief Executive Officer (**“CEO”**) and\nTerra’s other executive officers, and (ii) reviewing and approving incentive compensation and equity compensation policies\nand programs, and exercising discretion in the administration of such programs; and (C) produce the annual report of the Remuneration\nCommittee required by the rules of the SEC.\n\n \n\nThe Board of Directors operates pursuant to a written charter for the\nRemuneration Committee which is available on Terra’s website.\n\n** **\n\n**Nominating and Corporate Governance Committee**\n\n \n\nOur Nominating and Corporate Governance Committee\nconsist of two Directors, each of whom is a Non-Executive Director of the Board of Directors and an independent Director under Nasdaq’s\nlisting standards. The Nominating and Corporate Governance Committee is responsible for overseeing the selection of persons to be nominated\nto serve on the Board of Directors. The members of the Nominating and Corporate Governance Committee are Peter Hastings (Chair) and Michael\nHoward.\n\n \n\nThe purpose of the Nominating and Corporate Governance\nCommittee is to assist the Board of Directors to (i) identify and screen individuals qualified to serve as directors and recommend\nto the Board of Directors candidates for nomination for election at the annual meeting of shareholders or to fill Board of Directors\nvacancies; (ii) develop, recommend to the Board of Directors and review Terra’s Corporate Governance Guidelines; (iii) coordinate\nand oversee self-evaluations of the Board of Directors, its committees, individual directors and management in the governance of Terra;\n(iv) review and approve, if appropriate, any related person transactions and other potential significant conflicts of interest;\nand (v) review on a regular basis the overall corporate governance of Terra and recommend improvements for approval by the Board\nof Directors where appropriate.\n\n \n\n62\n\n \n\nThe Board of Directors operates pursuant to a\nwritten charter for the Nominating and Corporate Governance Committee is available on Terra’s website.\n\n \n\n**Code of Ethics**\n\n \n\nWe have adopted a code of business conduct that\napplies to all of our Directors, officers and employees, including its principal executive officer, principal financial officer and principal\naccounting officer. Our code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. Please\nnote that our Internet website address is provided as an inactive textual reference only. Terra will make any legally required disclosures\nregarding amendments to, or waivers of, provisions of its code of ethics on its website.\n\n \n\n**Insider Trading Policy**\n\n \n\nWe have adopted an insider trading policy and\nprocedures governing the purchase, sale, and/or other dispositions of its securities by directors, officers and employees, or the Company\nitself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards\napplicable to Terra.\n\n \n\n**Communication with our Board of Directors**\n\n \n\nOur shareholders and other interested parties\nmay communicate with our Board of Directors by sending written communication in an envelope addressed to “Board of Directors”\nin care of the Secretary, Via Matteo Trenta 117, Lucca, Italy 55100."}