EXHIBIT 99.3
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
1. Members. The Board of Directors (the “Board”) of Revelation Biosciences, Inc. (the “Company”) will appoint a Nominating and Corporate Governance Committee (the “Committee”) of at least two members, consisting, subject to the transition rules and exceptions applicable to a company listed on the Nasdaq Stock Market (“Nasdaq”), entirely of independent directors, and designates one member as chairperson. Members of the Committee are appointed by the Board. For purposes hereof, an “independent” director is a director who meets the Nasdaq standards of independence for directors, as determined by the Board.
2. Purpose, Duties and Responsibilities. The purpose of the Committee is to identify individuals qualified to become members of the Board (consistent with criteria approved by the Board), recommend director candidates to the Board and perform a leadership role in shaping the Company’s corporate governance. Among its specific duties and responsibilities, the Committee will:
3. Subcommittees. The Committee may delegate its duties and responsibilities to one or more subcommittees as it determines appropriate.
4. Outside advisers. The Committee will have the authority to retain such outside counsel, experts and other advisers as it determines appropriate to assist it in the full performance of its functions, including any search firm used to identify director candidates, and will receive appropriate funding, as determined by the Committee, from the Company, for the payment of compensation to any such advisors and for the payment of ordinary administrative expenses that are necessary or appropriate in carrying out the Committee’s duties.
5. Meetings. The Committee will meet as often as may be deemed necessary or appropriate, in its judgment, at such times and places as the Committee or its chairperson determines. A majority of the members of the Committee constitutes a quorum. The Committee will report regularly to the Board with respect to its activities.
Adopted by the Board on: _______________
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