Form 8-K

8-K — NorthStrive Acquisition Corp I.

Accession: 0001213900-26-099386

Filed: 2026-09-14

Period: 2026-09-10

CIK: 0002133719

SIC: 6770 (BLANK CHECKS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0305206-8k_northstrive1.htm (Primary)

EX-14.1 — CODE OF CONDUCT AND ETHICS (ea030520601ex14-1.htm)

EX-19.1 — INSIDER TRADING COMPLIANCE POLICY (ea030520601ex19-1.htm)

EX-99.1 — COMPENSATION COMMITTEE CHARTER (ea030520601ex99-1.htm)

EX-99.2 — NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER (ea030520601ex99-2.htm)

EX-99.3 — AUDIT COMMITTEE CHARTER (ea030520601ex99-3.htm)

EX-99.4 — POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION (CLAWBACK POLICY) (ea030520601ex99-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 10, 2026

NorthStrive Acquisition Corp I.

(Exact name of registrant as specified in its

charter)

Cayman Islands

001-43452

N/A

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

120 Newport Center Drive, Newport Beach, CA

92660

(Address of principal executive offices, including

zip code)

(888) 445-4886

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share, one warrant, and one right to acquire 1/4th of one Class A Ordinary Share

NSAIU

The Nasdaq Stock Market LLC

Class A Ordinary Shares included as part of the Units

NSAI

The Nasdaq Stock Market LLC

Rights included as part of the Units

NSAIR

The Nasdaq Stock Market LLC

Warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

NSAIW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

Adoption of Corporate Governance Policies

In connection with the completion of the

initial public offering of NorthStrive Acquisition Corp I. (the “Company”) in August 2026 and in accordance with

applicable Securities and Exchange Commission (the “SEC”) rules and the listing requirements of The Nasdaq Stock Market

LLC (“Nasdaq”), on September 10, 2026, the Board of Directors (the “Board”) of the Company adopted the

following corporate governance policies to be effective as of September 9, 2026:

● Code of Conduct and Ethics (the “Code”). The Code applies to all directors, officers, and employees of the Company

and is designed to promote honest and ethical conduct, full and accurate disclosure in the Company’s SEC filings, compliance with

applicable laws and regulations, prompt internal reporting of violations, and accountability for adherence to the Code.

● Insider Trading Compliance Policy (the “Insider Trading Policy”). The Insider Trading

Policy establishes procedures and guidelines governing the purchase, sale, and other dispositions of the Company’s securities by

directors, officers, employees, and other covered persons. The Insider Trading Policy designates Michel Tamer as the Company’s Compliance

Officer.

● Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”). The

Clawback Policy was adopted in accordance with Nasdaq listing rules and Section 10D of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), and Rule 10D-1 promulgated thereunder.

In addition, the Board adopted the following committee

charters and governance guidelines:

● Compensation Committee Charter. The Compensation Committee is chaired by Dane May.

● Nominating and Corporate Governance Committee Charter. The Nominating and Corporate Governance

Committee is chaired by Gust Kepler.

● Audit Committee Charter. The Audit Committee is chaired by David Goertz.

● Corporate Governance Guidelines.

Copies of the Code, Insider Trading Policy, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Audit Committee

Charter and Clawback Policy are filed as Exhibits 14.1, 19.1, 99.1, 99.2, 99.3, and 99.4, respectively, to this Current Report on Form

8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

14.1

Code of Conduct and Ethics

19.1

Insider Trading Compliance Policy

99.1

Compensation Committee Charter

99.2

Nominating and Corporate Governance Committee Charter

99.3

Audit Committee Charter

99.4

Policy for Recovery of Erroneously Awarded Compensation (Clawback Policy)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 11, 2026

NORTHSTRIVE ACQUISITION CORP I.

By:

/s/ Michel Tamer

Name:

Michel Tamer

Title:

Chief Executive Officer

EX-14.1 — CODE OF CONDUCT AND ETHICS

EX-14.1

Filename: ea030520601ex14-1.htm · Sequence: 2

Exhibit 14.1

CODE OF CONDUCT AND ETHICS

1. Introduction

The Board of Directors of NorthStrive Acquisition Corp I.

(the “Board of Directors”) has adopted this code of conduct and ethics (this “Code”),

which is applicable to all directors, officers and employees, to:

● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and

professional relationships;

● promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits

to, the U.S. Securities and Exchange Commission (the “SEC”), as well as in other public communications made

by or on behalf of the Company;

● promote compliance with applicable governmental laws, rules and regulations;

● deter wrongdoing; and

● require prompt internal reporting of breaches of, and accountability for adherence to, this Code.

This Code may be amended only by resolution of the Board of Directors.

In this Code, references to the “Company” means NorthStrive Acquisition Corp I.

2. Honest, Ethical and Fair Conduct

Each person owes a duty to the Company to act with integrity.

Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordinating one’s principles are

inconsistent with integrity. Service to the Company never should be subordinated to personal gain an advantage.

Each person must:

● act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information

where required or in the Company’s interests.

● observe all applicable governmental laws, rules and regulations.

● comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a

high standard of accuracy and completeness in the Company’s financial records and other business-related information and data.

● adhere to a high standard of business ethics and not seek a competitive advantage through unlawful or unethical business practices.

● deal fairly with the Company’s customers, suppliers, competitors and employees.

● refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material

facts or any other unfair-dealing practice.

● protect the assets of the Company and ensure their proper use.

● refrain from taking for themselves personally opportunities that are discovered through the use of corporate assets or by using corporate

assets, information or position for general personal gain outside the scope of employment with the Company.

● disclose conflicts of interest and only enter into “related-party transactions” under guidelines

or resolutions approved by the Board of Directors (or the appropriate committee of the Board of Directors). For purposes of this Code,

“related-party transactions” are defined as transactions in which (1) the aggregate amount involved will or may be expected

to exceed $120,000 in any calendar year, (2)

the Company or any of its subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director,

(b) greater than 4% beneficial owner of the Company’s shares of common stock, or (c) immediate family member, of the persons referred

to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director

or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has

interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a

person, or a member of his or her family, receives improper personal benefits as a result of his or her position. Anything that would

be a conflict for a person subject to this Code also will be a conflict if it is related to a member of his or her family or a close relative.

Examples of conflict of interest situations include, but are not limited to, the following:

● any significant ownership interest in any supplier or customer;

● any consulting or employment relationship with any customer, supplier or competitor;

● any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or

her responsibilities with the Company;

● the receipt of any money, non-nominal gifts or excessive entertainment from any company with which the Company has current or prospective

business dealings;

● being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any close relative;

● selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers

or directors are permitted to so purchase or sell; and

● any other circumstance, event, relationship or situation in which the personal interest of a person subject to this Code interferes

– or even appears to interfere – with the interests of the Company as a whole.

3. Disclosure

The Company strives to ensure that the contents of and the

disclosures in the reports and documents that the Company files with the SEC and other public communications shall be full, fair, accurate,

timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each

person must:

● not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether

within or outside the Company, including to the Company’s independent auditors, governmental regulators, self-regulating organizations

and other governmental officials, as appropriate; and

● in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.

In addition to the foregoing, the Chief Executive Officer

and the Chief Financial Officer of the Company and each subsidiary of the Company (or persons performing similar functions), and each

other person that typically is involved in the financial reporting of the Company must familiarize himself or herself with the disclosure

requirements applicable to the Company as well as the business and financial operations of the Company.

Each person must promptly bring to the attention of the

Chairman of the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) any information

he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls which could

adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not

material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures

or internal controls.

4. Compliance

It is the Company’s obligation and policy to comply

with all applicable governmental laws, rules and regulations. It is the personal responsibility of each person to adhere to the standards

and restrictions imposed by those laws, rules and regulations, including those relating to accounting and auditing matters.

5. Reporting and Accountability

The Audit Committee of the Company is responsible for applying

this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular

situation. Any person who becomes aware of any existing or potential breach of this Code is required to notify the Chairman of the Audit

Committee promptly. Failure to do so is itself a breach of this Code.

Specifically, each person must:

● notify the Chairman promptly of any existing or potential violation of this Code; and

● not retaliate against any other person for reports of potential violations that are made in good faith.

The Company will follow the following procedures in investigating

and enforcing this Code and in reporting on the Code:

● The Audit Committee will take all appropriate action to investigate any breaches reported to it.

● If the Audit Committee, determines (by majority decision) that a breach has occurred, it will inform the Board of Directors.

● Upon being notified that a breach has occurred, the Board of Directors (by majority decision) will take or authorize such disciplinary

or preventive action as it deems appropriate, after consultation with the Audit Committee and/or counsel, up to and including dismissal

or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.

No person following the above procedure shall, as a result

of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion suspension, threat, harassment

or, in any manner, discrimination against such person in terms and conditions of employment.

6. Waivers and Amendments

Any waiver (as defined below) or an implicit waiver (as

defined below) from a provision of this Code for the principal executive officer, principal financial officer, principal accounting officer

or controller, and persons performing similar functions or any amendment (as defined below) to this Code is required to be disclosed in

the Company’s Annual Report on Form 10-K or in a Current Report on Form 8-K filed with the SEC. A “waiver” means the

approval by the Company’s Board of Directors of a material departure from a provision of the Code. An “implicit waiver”

means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of

the Code that has been made known to an executive officer of the Company. An “amendment” means any amendment to this Code

other than minor technical, administrative or other non-substantive amendments hereto.

All persons should note that it is not the Company’s

intention to grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.

7. Other Policies and Procedures

Any other policy or procedure set out by the Company in

writing or made generally known to employees, officers or directors of the Company prior to the date hereof or hereafter are separate

requirements and remain in full force and effect.

8. Inquiries

All inquiries and questions in relation to this Code or

its applicability to particular people or situations should be addressed to the Company’s Secretary.

EX-19.1 — INSIDER TRADING COMPLIANCE POLICY

EX-19.1

Filename: ea030520601ex19-1.htm · Sequence: 3

Exhibit 19.1

NORTHSTRIVE ACQUISITION CORP I.

Insider

Trading COMPLIANCE POLICY

NorthStrive Acquisition Corp I., a Cayman Islands

limited company (the “Company”) prohibits:

●

insider trading in the Company’s securities (“Securities”)1; and

●

the unauthorized disclosure of the Company’s confidential information that might enable others to engage in insider trading in the Securities.

The Company adopted this Insider Trading Compliance

Policy (“Policy”) to prevent insider trading. In this Policy, we will discuss how you must comply with the laws against

insider trading to avoid the serious penalties that could accompany a violation. We also seek to fulfill our obligation to educate and

reasonably supervise the activities of employees, officers, directors and consultants who own or trade in the Company’s stock as

part of our corporate compliance program. There are severe civil and criminal penalties associated with violations by you, your colleagues

or the Company under insider trading laws. It is your obligation to review, understand and comply with this Policy. Please take the time

to become familiar with its content. If you have questions about this Policy or your stock ownership or trading, please speak with Michel

Tamer, who has been appointed as the Compliance Officer for this Policy (the “Compliance Officer”).

PART I. OVERVIEW

To Whom does this Policy Apply?

This Policy applies to all of us, i.e., the Company’s

Board of Directors (the “Board”), officers, employees and consultants, as well as our Affiliates (as defined below),

and to multiple methods of trading in the Securities, such as purchases or sales of stock, options or other forms of equity. This Policy

applies not only to you but also to your “Affiliates” (as defined by the securities laws), which include:

●

your spouse, child, parent, significant other or other family member, in each case, living in the same household;

●

all trusts, family partnerships and other types of entities formed for your benefit or for the benefit of a member of your family over which you have the ability to influence or direct investment decisions concerning securities;

●

all persons who execute trades on your behalf, e.g., your stockbroker; and

●

all investment funds, trusts, retirement plans, partnerships, corporations and other types of entities for which you have the ability to influence or direct investment decisions concerning securities. Please note that the Insider Trading Procedures (as defined below) do not apply to entities that engage in the investment of securities in the ordinary course of its business (e.g., mutual funds, an investment fund or partnership) if such entity has established its own insider trading controls and procedures in compliance with applicable securities laws and an Insider has hereby represented to the Company that such Insider’s affiliated entities: (a) engage in the investment of securities in the ordinary course of their respective businesses; (b) have established insider trading controls and procedures in compliance with applicable securities laws; and (c) are aware such securities laws prohibit any person or entity who has material, nonpublic information concerning the Company from purchasing or selling securities of the Company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities.

1 The law defines “securities”

broadly to include common stock, options to purchase common stock, any other type of securities that the Company may issue (such as preferred

stock, convertible debentures, warrants, exchange-traded options or other derivative securities), and any derivative securities that

provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit

from any change in the value of the Company’s securities.

You are responsible for ensuring compliance with

this Policy, including the Insider Trading Procedures contained herein, by all of your Affiliates. We recommend you obtain advice from

your legal and financial advisors regarding trading in Company Securities by your Affiliates.

Special Procedures for Persons with Regular

Access to Inside Information:

Members of our Board and our executive officers

are deemed to have access to all “inside information” under insider trading laws. Other officers, employees and consultants

may also require regular access to “inside information” in performing their work. For this reason and for their protection,

additional trading procedures apply to these directors, officers, employees and consultants. We will notify all members of the Board,

officers and designated employees and consultants (collectively, and solely for the purpose of this Policy, “Insiders”)

that they are subject to these additional trading procedures (“Insider Trading Procedures”), which are set forth in

Part II of this Policy. All Insiders must comply with these Insider Trading Procedures.

These Insider Trading Procedures establish trading

blackout period restrictions, trading window periods, and pre-clearance requirements. Insiders covered by the Insider Trading Procedures

will be restricted from trading in the Securities during blackout periods. Additionally, Insiders covered by the Insider Trading Procedures

will be required to pre-clear all transactions involving the Securities. You will be notified if you are an Insider and required to comply

with the Insider Trading Procedures.

Post-Termination Responsibilities:

In the event that you leave the Company for any

reason, this Policy, including, if applicable, the Insider Trading Procedures, will continue to apply to you and your Affiliates until

the completion of one full Trading Day (as defined below) after any material nonpublic information known to you has become public or is

no longer material. As used in this Policy, the term “Trading Day” shall mean a day on which the primary national securities

exchange or exchanges and/or over-the-counter market or markets on which Securities of the Company are listed or traded are open for trading.

What is Prohibited by this Policy?

It is generally illegal for you to trade in the

Securities of the Company, whether for your account or for the account of another, while in the possession of material, nonpublic information

about the Company or its business activities. It is also generally illegal for you to disclose material, nonpublic information about the

Company or its business to others who may trade on the basis of that information. In addition, if we receive material, non-public information

from collaborators or from other companies that do business with the Company, then these same prohibitions would apply to trading in the

securities of these other companies’ securities. These illegal activities are commonly referred to as “insider trading.”

When you are in possession of material, nonpublic

information about the Company, whether positive or negative, you are prohibited from the following activities:

●

trading (whether for your account of for the account of another) in Securities, except for trades made in compliance with a valid Rule 10b5-1 trading plan2;

●

giving trading advice of any kind about the Company; and

●

disclosing such material, nonpublic information about the Company, whether positive or negative, to anyone else (commonly known as “tipping”).

2 Under Rule 10b5-1 of the Exchange

Act, you are permitted to enter a written binding plan with your stock broker to trade in the Securities before you knew or had possession

of material, nonpublic information and certain other conditions are satisfied.

The Policy prohibitions on insider trading do

not apply to:

(1)

an exercise of an employee stock option when payment of the exercise price is made solely in cash to the Company; or

(2)

the withholding by the Company of shares of stock upon vesting of restricted stock or upon settlement of restricted stock units to satisfy applicable tax withholding requirements if (a) such withholding is required by the applicable plan or award agreement or (b) the election to exercise such tax withholding right was made by the Insider in compliance with the Insider Trading Procedures.

The Policy prohibitions on insider trading do

apply to:

(1)

the sale of Securities on or after the exercise of an employee stock option;

(2)

the use of outstanding Securities to pay part or all of the exercise price of an option; and

(3)

any sale of stock as part of a broker-assisted cashless exercise of an option or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

The above discussion is a summary; please read

further below for additional details on the precise circumstances under which this Policy applies. These prohibitions continue whenever

and for as long as you know or are in possession of material, nonpublic information. Remember, anyone scrutinizing your transactions will

be doing so after the fact, with the benefit of hindsight, and often with access to stock trading records and your communications regarding

the transactions. As a practical matter, before engaging in any transaction, you should carefully consider how enforcement authorities

and others might view the transaction in hindsight.

What is Material, Nonpublic Information?

This Policy prohibits you from trading in the

Company’s Securities if you are in possession of information about the Company or its business that is both “material”

and “nonpublic.” If you have a question whether certain information you are aware of is material or has been made public,

you are encouraged to consult with the Compliance Officer.

“Material” Information

Information about the Company is “material”

if it could reasonably be expected to affect the investment or voting decisions of a stockholder or investor. Similarly, information about

the Company is “material” if its disclosure could reasonably be expected to significantly alter the total mix of information

in the marketplace about the Company and affect investor views. In simple terms, material information is any type of information that

could reasonably be expected to affect the price of the Securities. Both positive and negative information may be material. While it is

not possible to identify all information that would be deemed “material,” the following items are types of information that

should be considered carefully to determine whether they are material:

●

program developments, regulatory or clinical status or updates, including communications with regulatory authorities, prior to issuance of a press release or public update;

●

significant developments regarding collaborations, products, customers, suppliers, orders, contracts or financing sources (e.g., the acquisition or loss of a contract);

●

potential collaboration discussions or information about an unannounced new collaboration, financing or other similar deals;

●

projections of future earnings or losses, or other earnings guidance;

●

earnings or revenue that are inconsistent with the consensus expectations of the investment community;

●

potential restatements of the Company’s financial statements, changes in auditors or auditor notification that the Company may no longer rely on an auditor’s audit report;

●

pending or proposed corporate mergers, acquisitions, tender offers, joint ventures or dispositions of significant assets;

●

changes in senior management or the Board;

●

significant actual or threatened litigation or governmental investigations or major developments in such matters;

●

a cybersecurity incident;

●

changes in dividend policy, declarations of stock splits, or public or private sales of additional securities;

●

potential defaults under the Company’s credit agreements or indentures, or the existence of material liquidity deficiencies; and

●

bankruptcies or receiverships.

In some situations, the above events may not be

material and in others, consultation with the Compliance Officer may help you determine that it has been publicly disclosed. In each situation,

you should carefully consider and seek advice to determine their materiality (although some determinations will be reached more easily

than others). For example, some new products or contracts may clearly be material to one company and not to a much larger company with

multiple products; yet that does not mean that all product developments or contracts will be material. This demonstrates, in our view,

why no “bright-line” standard or list of items can adequately address the range of situations that may arise. Furthermore,

the Company cannot create an exclusive list of events and information that have a higher probability of being considered material. You

can look to our public press releases on the Company’s website (www.newerahelium.com) to confirm recent disclosures.

The SEC has stated that there is no fixed quantitative

threshold amount for determining materiality, and that even very small quantitative changes can be qualitatively material if they would

result in a movement in the price of the Securities.

“Nonpublic” Information

Material information is “nonpublic”

when it is not generally available to investors. The rationale is to provide all investors with an equal opportunity to access material

information when making investment decisions. To claim information is “public,” we have to be able to point to some fact that

establishes that the information has become publicly available, such as the filing of a report with the SEC, the distribution of a press

release through a widely disseminated news or wire service, or by other means (such as a pre-announced webcast presentation) that are

reasonably designed to provide broad public access.

Information is not considered public at the moment

it is disclosed. Before a person who possesses material, nonpublic information can trade, there also must be adequate time for the market

as a whole to access and absorb the information that has been disclosed. For the purposes of this Policy, information will be considered

public one full Trading Day after the close of the stock market following the Company’s public release of the information.

For example, if the Company announces material,

nonpublic information of which you are aware before trading begins on a Tuesday, the first time you can buy or sell Company Securities

is the opening of the market on Wednesday. However, if the Company announces this material information after trading begins on that Tuesday,

the first time that you can buy or sell Company Securities is the opening of the market on Thursday.

What are the Penalties for Insider Trading and Noncompliance with this Policy?

Both the SEC and the national securities exchanges,

through the Financial Industry Regulatory Authority (“FINRA”), investigate and are very effective at detecting insider

trading. They have direct access to examine all trades and typically request names of employees and Insiders from Companies following

a public announcement (positive or negative) that impacts a company’s stock price to determine whether suspect insider trading has

occurred. The SEC, together with the U.S. Attorneys, pursue insider trading violations vigorously. For instance, cases have been successfully

prosecuted against trading by employees in foreign accounts, trading by family members and friends, and trading involving only a small

number of shares.

The penalties for violating insider trading or

tipping rules can be severe and include:

●

disgorgement of the profit gained or loss avoided by the trading;

●

payment of the loss suffered by the persons who purchased or sold, as applicable, securities of the same class at prices impacted by the insider trading;

●

payment of criminal penalties of up to $5,000,000;

●

payment of civil penalties of up to three times the profit made or loss avoided; and

●

imprisonment for up to 20 years.

The Company and/or the supervisors of the person

engaged in insider trading may also be required to pay civil penalties of up to the greater of $1,525,000 or three times the profit made

or loss avoided, as well as criminal penalties of up to $25,000,000, and could under certain circumstances be subject to private lawsuits.

Violation of this Policy or any federal or state

insider trading laws may subject the person violating such policy or laws to disciplinary action by the Company up to and including termination.

The Company reserves the right to determine, in its own discretion and on the basis of the information available to it, whether this Policy

has been violated. The Company may determine that specific conduct violates this Policy, whether or not the conduct also violates the

law. It is not necessary for the Company to await the filing or conclusion of a civil or criminal action against the alleged violator

before taking disciplinary action.

How Do You Report a Violation of this Policy?

If you have a question about this Policy, including

whether certain information you are aware of is material or has been made public, you are encouraged to consult with the Compliance Officer.

In addition, if you violate this Policy or any federal or state laws governing insider trading, or know of any such violation by any director,

officer or employee of the Company, you should report the violation immediately to the Compliance Officer.

PART II. INSIDER TRADING PROCEDURES FOR INSIDERS

Special Trading Restrictions Applicable to Insiders

In addition to the restrictions on trading in

Company Securities set forth above, Insiders and their Affiliates are subject to the following special trading restrictions:

Prohibited Transactions At Any Time.

●

No Short Sales. No Insider may at any time sell any Securities of the Company that are not owned by such Insider at the time of the sale (a “short sale”).

●

No Purchases or Sales of Derivative Securities or Hedging Transactions. No Insider may buy or sell puts, calls, other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of the Company’s Securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s Securities or engage in any other hedging transaction with respect to the Company’s Securities, at any time.

●

No Company Securities Subject to Margin Calls. No Insider may use the Company’s Securities as collateral in a margin account.

●

No Pledges. No Insider may pledge Company Securities as collateral for a loan (or modify an existing pledge).

Gifts.

No Insider may give or make any other transfer

of Company Securities without consideration (e.g., a gift or limited partner distribution, in the case of a fund) during a period when

the Insider is not permitted to trade unless the donee agrees not to sell the shares until such time as the Insider can sell.

Quarterly Blackout Periods

No Insider may trade in any Company’s Securities

during the period commencing on close of business on the fifteenth (15th) calendar day before the end of each fiscal quarter or fiscal

year of the Company and ending at the close of trading on the third (3rd) Trading Day following the date the Company’s financial

results for such quarter or year are publicly disclosed. If, for example, the Company were to make a public announcement or filing of

such results or on a Monday, Insiders shall not trade in the Company’s Securities until the following Friday. During these “blackout

periods,” Insiders may possess or may be presumed to possess material nonpublic information about the Company’s financial

results.

No Trading During Retirement Plan Blackout Periods.

If the Company adopts a policy to allow ownership

of Company stock in any 401(k) or other retirement plan of the Company, then no Insider may trade in any Company Securities, which were

acquired in connection with such Insider’s service or employment with the Company, during a “retirement plan blackout period”

except as specifically permitted below. A “retirement plan blackout period” includes any period of more than three (3) consecutive

Trading Days during which at least fifty percent (50%) of all participants and beneficiaries under all of the individual account plans

maintained by the Company and members of its controlled group are prohibited from trading in Company Securities through their plan accounts.

Insiders will receive advance notice of any such blackout period from the Compliance Officer.

Special Blackout Periods

There are times when the Company or certain members

of its Board or senior management or other team members may be aware of a material, nonpublic development. Although an Insider may not

know the specifics of such development, if an Insider engages in a trade before such development is disclosed to the public or resolved,

such Insider and the Company might be exposed to a charge of insider trading that could be costly and difficult to refute. In addition,

a trade by an Insider during such period could result in adverse publicity for the Company.

Therefore, Insiders may not trade in Company Securities

if they are notified that the trading window is closed because of the existence of a material, nonpublic development. The Compliance Officer

will subsequently notify the Insiders once the material nonpublic development is disclosed to the public or resolved and that, as a result,

the trading window is again open. While the Compliance Officer will undertake reasonable efforts to notify the Insiders that material,

nonpublic events have developed, or are soon likely to develop, it is each Insider’s individual duty to ensure that they do not

make any trade in Company Securities when material, nonpublic information exists, regardless of whether such Insider is aware of such

development.

Pre-Clearance Procedures

No Insider may trade in Company Securities unless

the trade has been approved by the Compliance Officer in accordance with the procedures set forth below. The Compliance Officer will review

and either approve or prohibit all proposed trades by Insiders in accordance with the procedures set forth below. The Compliance Officer

may consult with the Company’s other officers and/or outside legal counsel and will receive approval for his/her own trades from

each other.

Procedures. No Insider may trade in Company Securities until:

●

The Insider has notified the Compliance Officer of the amount and nature of the proposed trade(s) using the Stock Transaction Request form attached to this Policy. In order to provide adequate time for the preparation of any required reports under Section 16 of the Securities and Exchange Act, as amended (“Exchange Act”), a Stock Transaction Request form should, if practicable, be received by the Compliance Officer at least two (2) Trading Days prior to the intended trade date;

●

The Insider has certified to the Compliance Officer in writing prior to the proposed trade(s) that the Insider is not in possession of material, nonpublic information concerning the Company;

●

The Insider has informed the Compliance Officer, using the Stock Transaction Request form attached hereto, whether, to the Insider’s best knowledge, (a) the Insider has (or is deemed to have) engaged in any opposite way transactions within the previous six months that were not exempt from Section 16(b) of the Exchange Act and (b) if the transaction involves a sale by an “affiliate” of the Company or of “restricted securities” (as such terms are defined under Rule 144 under the Securities Act of 1933, as amended (“Rule 144”)), whether the transaction meets all of the applicable conditions of Rule 144; and

●

The Compliance Officer has approved the trade(s) and has certified such approval in writing. Such certification may be made via digitally-signed electronic mail.

The Compliance Officer do not assume the responsibility

for, and approval from the Compliance Officer does not protect the Insider from, the consequences of prohibited insider trading.

Additional Information.

Insiders shall provide to the Compliance Officer

any documentation reasonably requested by him or her in furtherance of the foregoing procedures. Any failure to provide such requested

information will be grounds for denial of approval by the Compliance Officer.

No Obligation to Approve Trades.

The existence of the foregoing approval procedures

does not in any way obligate the Compliance Officer to approve any trade requested by an Insider. The Compliance Officer may reject any

trading request at his or her sole discretion.

From time to time, an event may occur that is

material to the Company and is known by only a few directors or executives. Insiders may not trade in Company Securities if they are notified

by the Compliance Officer that a proposed trade has not been cleared because of the existence of a material, nonpublic development. Even

if that particular Insider is not aware of the material, nonpublic development involving the Company, if any Insider engages in a trade

before a material, nonpublic development is disclosed to the public or resolved, the Insider and the Company might be exposed to a charge

of insider trading that could be costly and difficult to refute even if the Insider was unaware of the development. So long as the event

remains material and nonpublic, the Compliance Officer may determine not to approve any transactions in the Company’s Securities.

The Compliance Officer will subsequently notify the Insider once the material, nonpublic development is disclosed to the public or resolved.

If an Insider requests clearance to trade in the Company’s Securities during the pendency of such an event, the Compliance may reject

the trading request without disclosing the reason.

Completion of Trades.

After receiving written clearance to engage in

a trade signed by the Compliance Officer, an Insider must complete the proposed trade within two (2) Trading Days or make a new trading

request.

Post-Trade Reporting.

Any transactions in the Company’s Securities

by an Insider (including transactions effected pursuant to a Rule 10b5-1 Plan) must be reported to the Compliance Officer by completing

the “Confirmation of Transaction” section of the Stock Transaction Request form attached to this Policy on the same day in

which such a transaction occurs. Each report an Insider makes to the Compliance Officer should include the date of the transaction, quantity

of shares, price and broker-dealer through which the transaction was effected. This reporting requirement may be satisfied by sending

(or having such Insider’s broker send) duplicate confirmations of trades to the Compliance Officer if such information is received

by the Compliance Officer on or before the required date. Compliance by directors and executive officers with this provision is imperative

given the requirement of Section 16 of the Exchange Act that these persons generally must report changes in ownership of the Securities

within two business days. The sanctions for noncompliance with this reporting deadline include mandatory disclosure in the Company’s

proxy statement for the next annual meeting of stockholders, as well as possible civil or criminal sanctions for chronic or egregious

violators.

PART IV. Exemptions

from Insider Trading Restrictions (all directors, officers, employees and consultants)

Pre-Approved Rule 10b5-1 Plan.

The securities laws permit establishment of trading

plans under Rule 10b5-1 of the Exchange Act that allow for persons to authorize, at a time when they are not in possession of material,

nonpublic information, future trading. Under a compliant 10b5-1 Plan, a trade will not be subject to the Company’s trading windows,

retirement plan blackout periods or pre-clearance procedures, and Insiders are not required to complete a Stock Transaction Request form

for such transactions.

If an Insider intends to trade pursuant to a Rule

10b5-1 Plan, such plan, arrangement or instruction must:

●

satisfy the requirements of Rule 10b5-1;

●

be documented in writing;

●

be established during a trading window when such Insider does not possess material, nonpublic information; and

●

be pre-approved by the Compliance Officer.

Any deviation from, or alteration to, the specifications

of an approved Rule 10b5-1 Plan (including, without limitation, the amount, price or timing of a purchase or sale) must be reported immediately

to the Compliance Officer. Any transaction pursuant to a Rule 10b5-1 Plan must be timely reported following the transaction in accordance

with the procedures set forth above.

The Compliance Officer may refuse to approve a

Rule 10b5-1 Plan as he or she deems appropriate including, without limitation, if he or she determines that such plan does not satisfy

the requirements of Rule 10b5-1.

Any modification of an Insider’s prior Rule

10b5-1 Plan requires pre-approval by the Compliance Officer. A modification must occur during a trading window and while such Insider

is not aware of material, nonpublic information.

Employee Benefit Plans.

Exercise of Stock Options. The trading

prohibitions and Insider Trading Procedures do not apply to the exercise of a stock option to purchase securities of the

Company when payment of the exercise price is solely made in cash and the Securities are held, not sold. The trading prohibitions and

Insider Trading Procedures do apply to:

●

the same day or subsequent sale of the Securities acquired on the exercise of a stock option;

●

the use of outstanding Securities to pay part or all of the exercise price of an option;

●

any net option exercise;

●

any exercise of a stock appreciation right;

●

share withholding;

●

any sale of stock as part of a broker-assisted cashless exercise of an option; or

●

any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

For directors and executive officers subject to

the requirements of Section 16 of the Exchange Act, the exercise of an option to purchase securities of the Company (and any subsequent

sale) each triggers the obligation to file a Form 4 within two days. For this reason, Insiders must comply with the post-trade reporting

requirement described in Section C above for any such transaction.

Tax Withholding on Restricted Stock/Units.

The trading prohibitions and restrictions set forth in the Insider Trading Procedures do not apply to the withholding by

the Company of shares of stock upon vesting of restricted stock or upon settlement of restricted stock units to satisfy applicable tax

withholding requirements if (a) such withholding is required by the applicable plan or award agreement or (b) the election to exercise

such tax withholding right was made by the director, officer or employee in compliance with the Insider Trading Procedures.

Retirement Plan. The trading prohibitions

and restrictions set forth in the Insider Trading Procedures do not apply to purchases of Securities in any 401(k) Plan of the Company

(the “Retirement Plan”) resulting from periodic contributions by Insiders to the Retirement Plan pursuant to payroll

deduction elections. Such prohibitions and restrictions do apply, however, to certain elections Insiders may make under the Retirement

Plan, including: (a) an election to increase or decrease the percentage of periodic contributions that will be allocated to the Company

stock fund; (b) an election to make an intra-plan transfer of an existing account balance into or out of the Company stock fund; (c) an

election to borrow money against or receive a distribution from such Insider’s Retirement Plan account if the loan or distribution

will result in a liquidation of some or all of such Insider’s Company stock fund balance; and (d) an election to pre-pay a plan

loan if the pre-payment will result in an allocation of loan proceeds to the Company stock fund.

PART IV. WAIVERS

A waiver of any provision of this Policy, or the

Insider Trading Procedures contained herein, in a specific instance may be authorized in writing by either the Compliance Officer or the

Audit Committee of the Board, and any such waiver shall be reported to the such committee or the Board.

PART V. ACKNOWLEDGEMENT

This Policy will be delivered to all current Insiders

and to all directors, officers, and employees and consultants following its adoption or thereafter at the start of their employment or

relationship with the Company. Each individual must acknowledge that he or she has received a copy and agrees to comply with the terms

of this Policy under the Company’s electronic training record system, and, if applicable, the Insider Trading Procedures contained

herein. Directors and consultants that do not have access to the electronic training system will furnish a written acknowledgement of

acceptance. A form of Acknowledgement is attached as Exhibit B.

All directors, officers, and employees and consultants

will be required upon the Company’s request to re-acknowledge and agree to comply with the Policy (including any amendments or modifications).

For such purpose, an individual will be deemed to have acknowledged and agreed to comply with the Policy, as amended from time to time,

when copies of such items have been delivered by regular or electronic mail (or other delivery option used by the Company) by the Compliance

Officer.

* * *

Questions regarding this Policy are encouraged

and may be directed to the Compliance Officer.

ADOPTED: September 9, 2026

EXHIBIT A

STOCK TRANSACTION REQUEST

Pursuant to its Policy, I hereby notify NorthStrive

Acquisition Corp I., a Cayman Islands limited company (the “Company”), of my intent to trade the securities of the

Company as indicated below:

REQUESTER INFORMATION

Insider’s Name: ________________________________________

INTENT TO PURCHASE

Number of shares: __________________________

Intended trade date: __________________________

Means of acquiring shares:

☐

Acquisition through employee benefit plan (please specify):

___________________________________________________________

☐

Purchase through a broker on the open market

☐

Other (please specify):

__________________________________________________________

INTENT TO SELL

Number of shares:

__________________________

Intended trade date:

__________________________

Means of selling shares:

☐

Sale through employee benefit plan (please specify):

___________________________________________________________

☐

Sale through a broker on the open market

☐

Other (please specify): ________________________________________

SECTION 16

RULE 144 (Not applicable if transaction requested involves a purchase)

☐

I am not subject to Section 16.

☐

I am not an “affiliate” of the Company and the transaction requested above does not involve the sale of “restricted securities” (as such terms are defined under Rule 144 under the Securities Act of 1933, as amended).

☐

To the best of my knowledge, I have not (and am not deemed to have) engaged in an opposite way transaction within the previous 6 months that was not exempt from Section 16(b) of the Exchange Act.

☐

To the best of my knowledge, the transaction requested above will meet all of the applicable conditions of Rule 144.

☐

The transaction requested is being made pursuant to an effective registration statement covering such transaction.

☐

None of the above.

☐

None of the above.

CERTIFICATION

I hereby certify that I am not (1) in possession

of any material, nonpublic information concerning the Company, as defined in the Company’s Insider Trading Compliance Policy and

(2) purchasing any securities of the Company on margin in contravention of the Company’s Insider Trading Procedures. I understand

that, if I trade while possessing such information or in violation of such trading restrictions, I may be subject to severe civil and/or

criminal penalties, and may be subject to discipline by the Company including termination.

Insider’s Signature

Date

AUTHORIZED APPROVAL

Signature of Compliance Officer (or designee)

Date

* NOTE: Multiple lots must be listed on separate forms or broken

out herein.

EXHIBIT B

ACKNOWLEDGMENT

I hereby acknowledge that I have read, that I

understand, and that I agree to comply with, the Insider Trading Compliance Policy of NorthStrive Acquisition Corp I., a Cayman Islands

limited company (the “Company”). I further acknowledge and agree that I am responsible for ensuring compliance with the Insider

Trading Compliance Policy and the Insider Trading Procedures included therein by all of my “Affiliates.” I also understand

and agree that I will be subject to sanctions, including termination of employment, that may be imposed by the Company, in its sole discretion,

for violation of the Insider Trading Compliance Policy, and that the Company may give stop-transfer and other instructions to the Company’s

transfer agent against the transfer of any Securities in a transaction that the Company considers to be in contravention of the Insider

Trading Compliance Policy.

Date:

Signature:

Name:

Title:

EX-99.1 — COMPENSATION COMMITTEE CHARTER

EX-99.1

Filename: ea030520601ex99-1.htm · Sequence: 4

Exhibit 99.1

COMPENSATION COMMITTEE CHARTER

NORTHSTRIVE ACQUISITION CORP I.

Effective: September 9, 2026

PURPOSE

The purpose of the Compensation Committee (the

“Compensation Committee”) of the board of directors (the “Board”) of NorthStrive Acquisition Corp I. (the “Company”)

is to assist the Board with oversight of executive compensation.

MEMBERSHIP

Size: The Compensation Committee shall

consist of two or more members of the Board.

Independence: Each member of the Compensation

Committee shall be independent in accordance with the requirements of Rule 10C-1 under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), and the rules of The Nasdaq Stock Market LLC (“Nasdaq”) and at least two members of the Compensation

Committee shall qualify as “non-employee directors” for the purposes of Rule 16b-3 under the Exchange Act.

Appointment/Term/Removal: The members of

the Compensation Committee shall be appointed by the Board based on recommendations from the Nominating and Corporate Governance Committee.

The members of the Compensation Committee shall serve for such term or terms as the Board may determine or until earlier resignation or

death. The Board may remove any member from the Compensation Committee at any time with or without cause.

STRUCTURE AND OPERATIONS

Leadership: The Board shall designate a

member of the Compensation Committee as the chairperson based on recommendations of the Nominating and Corporate Governance Committee.

Meetings: The Compensation Committee shall

meet at least quarterly at such times and places as it deems necessary to fulfill its responsibilities. The agenda and materials for Compensation

Committee meetings will be prepared by the Compensation Committee chairperson in consultation with the other Compensation Committee members.

The Compensation Committee shall keep minutes of its proceedings and report regularly to the Board regarding its discussions and actions

and shall make recommendations to the Board as appropriate. The Compensation Committee is governed by the same rules regarding meetings

(including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice,

and quorum and voting requirements as are applicable to the Board.

The Compensation Committee may invite any members

of management to its meetings as it deems appropriate. However, the Compensation Committee shall meet regularly without such individuals

present, and in all cases the chief executive officer (“CEO”) and any other officers shall not be present at meetings at which

their compensation or performance is discussed or determined.

Onboarding / Education: The Company will

provide new members of the Compensation Committee with appropriate onboarding briefings, and the full Compensation Committee with educational

resources and opportunities related to executive compensation and other matters as may be appropriate or requested by the Compensation

Committee.

Outside Advisors: The Compensation Committee

shall have the authority, in its sole discretion, to retain and terminate a compensation consultant, outside legal counsel and such other

advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. However, the Compensation Committee shall

not be required to implement or act consistently with the advice or recommendations of the compensation consultant, outside legal counsel

or other advisor, and the authority granted in this Charter shall not affect the ability or obligation of the Compensation Committee to

exercise its own judgment in fulfillment of its duties under this Charter. The Compensation Committee shall set the compensation and retention

terms and oversee the work of the compensation consultant, outside legal counsel or any other advisors. Any communications between the

Compensation Committee and its outside legal counsel will be privileged communications.

Compensation Consultant Independence/Conflicts

of Interest: In retaining or seeking advice from compensation consultants, the Compensation Committee must take into consideration

the factors specified in the rules of Nasdaq. The Compensation Committee may retain, or receive advice from, any compensation consultant

they prefer, including ones that are not independent, after considering the specified factors. The Compensation Committee is not required

to assess the independence of any compensation consultant or other advisor that acts in a role limited to consulting on any broad-based

plan that does not discriminate in scope, terms or operation in favor of executive officers or directors and that is generally available

to all salaried employees or providing information that is not customized for a particular company or that is customized based on parameters

that are not developed by the consultant or advisor, and about which the consultant or advisor does not provide advice. The Compensation

Committee shall evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest.

Funding: The Compensation Committee shall

receive appropriate funding from the Company, as determined by the Compensation Committee in its capacity as a committee of the Board,

for the payment of compensation to any compensation consultant, outside legal counsel and any other advisors, and the ordinary administrative

expenses of the Compensation Committee that are necessary or appropriate in carrying out its duties.

Delegation of Authority: The Compensation

Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such

responsibilities, to one or more subcommittees as the Compensation Committee may deem appropriate in its sole discretion, so long as any

such committee is comprised entirely of independent directors and has a written charter.

Books and Records: The Compensation Committee will have access

to the Company’s books, records, facilities and personnel.

DUTIES AND RESPONSIBILITIES

The Compensation Committee shall have the following authority and responsibilities:

1. Compensation Philosophy: To oversee the Company’s overall compensation philosophy, policies

and programs, and assess whether the Company’s compensation philosophy establishes appropriate incentives for management and employees.

2. CEO Compensation: To review and approve annually the corporate goals and objectives applicable

to the compensation of the CEO, evaluate at least annually the CEO’s performance in light of those goals and objectives, and make recommendations

to the Board regarding the CEO’s compensation level based on this evaluation. In evaluating and making recommendations to the Board regarding

the long-term incentive component of CEO compensation, the Compensation Committee may consider the Company’s performance and relative

stockholder return, the value of similar incentive awards given to CEOs at comparable companies and the awards given to the Company’s

CEO in past years. In evaluating and making recommendations to the Board regarding CEO compensation, the Compensation Committee shall

consider the results of the most recent stockholder advisory vote on executive compensation (“Say-on-Pay Vote”) required by

Section 14A of the Exchange Act.

3. Executive Officer Compensation: To review and approve annually the compensation of all other executive

officers. In evaluating executive compensation, the Compensation Committee shall consider the results of the most recent Say-on-Pay Vote.

4. Incentive/Equity Plans: To review, and make recommendations to the Board regarding, incentive compensation

plans and equity-based plans and proposals regarding any such plans to be included in the Company’s proxy statement. The Compensation

Committee shall also have the authority to administer the Company’s incentive compensation plans and equity- based plans, including designation

of the employees to whom the awards are to be granted, the amount of the award or equity to be granted and the terms and conditions applicable

to each award or grant, subject to the provisions of each plan. In reviewing and making recommendations to the Board regarding incentive

compensation plans and equity-based plans, including whether to adopt, amend or terminate any such plans, the Compensation Committee shall

consider the results of the most recent Say-on-Pay Vote.

5. Employee Benefit Plans: To monitor the effectiveness of non-equity based benefit plan offerings,

including but not limited to non-qualified deferred compensation, fringe benefits and any perquisites, in particular those pertaining

to executive officers, and approve any material new employee benefit plan or change to an existing plan that creates a material financial

commitment by the Company. In its discretion, the Compensation Committee may otherwise approve, amend, modify, ratify or interpret the

terms of, or terminate, any non- equity-based benefit plan or delegate such authority to the extent such delegation is permitted. In regard

to employee benefit plans, the Compensation Committee’s role shall be one of oversight and, except as the Compensation Committee otherwise

expressly determines or applicable law otherwise expressly requires, the Compensation Committee shall not act as a fiduciary with respect

to any benefit plans or programs under the Employee Retirement Income Security Act of 1974 or otherwise.

6. Peer Group: To set the composition of the peer company group used for market comparison for executive

compensation.

7. Compensation Disclosure: To review and discuss with management the Company’s Compensation Discussion

and Analysis (“CD&A”) and the related executive compensation information, and determine whether or not to recommend the

CD&A and related executive compensation information be included in the Company’s annual report on Form 10-K and proxy statement, and

produce the compensation committee report on executive officer compensation required to be included in the Company’s proxy statement or

annual report on Form 10-K.

8. Employment/Severance Agreements: To review any employment agreements and any severance arrangements

or plans, including any benefits to be provided in connection with a change in control, for the CEO and other executive officers, which

includes the ability to adopt, amend and terminate such agreements, arrangements or plans.

9. Stock Ownership Guidelines: To determine stock ownership guidelines for the directors, CEO, and

other executive officers and monitor compliance with such guidelines.

10. Risk Management: To review the Company’s incentive compensation arrangements to determine whether

they encourage excessive risk-taking, to review and discuss at least annually the relationship between risk management policies and practices

and compensation, and to evaluate compensation policies and practices that could mitigate any such risk.

11. Human Capital Management: To assist the Board in its oversight of human capital management, including

corporate culture, diversity and inclusion, recruiting, retention, attrition, talent management, career development and progression, succession,

and employee relations.

12. Say-on-Pay Frequency: To review and recommend to the Board for approval the frequency with which

the Company will conduct Say-on-Pay Votes, taking into account the results of the most recent stockholder advisory vote on the frequency

of Say-on-Pay Votes required by Section 14A of the Exchange Act, and to review and approve the proposals regarding the Say-on-Pay Vote

and the frequency of the Say-on-Pay Vote to be included in the Company’s proxy statement.

13. Director Compensation: To review all director compensation and benefits for service on the Board

and Board committees at least once a year and to recommend any changes to the Board as necessary.

14. Compensation Committee Performance Evaluation: To conduct an annual evaluation of the performance

of its duties under this Charter and to present the results of the evaluation to the Board. The Compensation Committee shall conduct this

evaluation in such manner as it deems appropriate.

15. Compensation Committee Charter Review: To review this Charter at least annually and recommend any

proposed changes to the Board for approval.

EX-99.2 — NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

EX-99.2

Filename: ea030520601ex99-2.htm · Sequence: 5

Exhibit 99.2

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

CHARTER

NORTHSTRIVE ACQUISITION CORP I.

Effective: September 9, 2026

PURPOSE

The purpose of the Nominating and Corporate Governance Committee (the

“NCG Committee”) of the board of directors (the “Board”) of NorthStrive Acquisition Corp I. (the “Company”)

is to assist the Board with oversight of the director nominations process and the Company’s corporate governance.

MEMBERSHIP

Size: The NCG Committee shall consist of

three or more members of the Board.

Independence: Each member of the NCG Committee

shall be independent in accordance with the rules of The Nasdaq Stock Market LLC (“Nasdaq”).

Appointment/Term/Removal: The members of

the NCG Committee shall be appointed by the Board. The members of the NCG Committee shall serve for such term or terms as the Board may

determine or until earlier resignation or death. The Board may remove any member from the NCG Committee at any time with or without cause.

STRUCTURE AND OPERATIONS

Leadership: The Board shall designate a

member of the NCG Committee as the chairperson.

Meetings: The NCG Committee shall meet

at least quarterly at such times and places as it deems necessary to fulfill its responsibilities. The agenda and materials for NCG Committee

meetings will be prepared by the NCG Committee chairperson in consultation with the other NCG Committee members. The NCG Committee shall

keep minutes of its proceedings and report regularly to the Board regarding its discussions and actions and shall make recommendations

to the Board as appropriate. The NCG Committee is governed by the same rules regarding meetings (including meetings in person or by telephone

or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are

applicable to the Board.

The NCG Committee may invite any individuals to

its meetings as it deems appropriate. However, the NCG Committee shall meet regularly without such individuals present.

Onboarding / Education: The Company will

provide new members of the NCG Committee with appropriate onboarding briefings, and the full NCG Committee with educational resources

and opportunities related to corporate governance and other matters may be appropriate or requested by the NCG Committee.

Outside Advisors: The NCG Committee shall

have the authority, in its sole discretion, to retain and terminate a director search firm, outside legal counsel and such other advisors

as it deems necessary to fulfill its duties and responsibilities under this Charter. However, the NCG

Committee shall not be required to implement or

act consistently with the advice or recommendations of any director search firm, outside legal counsel or other advisor, and the authority

granted in this Charter shall not affect the ability or obligation of the NCG Committee to exercise its own judgment in fulfillment of

its duties under this Charter. The NCG Committee shall set the compensation and retention terms and oversee the work of any director search

firm, outside legal counsel or any other advisors. Any communications between the NCG Committee and its outside legal counsel will be

privileged communications.

Any director search firm and any other advisors

retained by the NCG Committee shall be independent as determined in the discretion of the NCG Committee.

Funding: The NCG Committee shall receive

appropriate funding from the Company, as determined by the NCG Committee in its capacity as a committee of the Board, for the payment

of compensation to any director search firm, outside legal counsel and any other advisors, and the ordinary administrative expenses of

the NCG Committee that are necessary or appropriate in carrying out its duties.

Delegation of Authority: The NCG Committee

shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities,

to one or more subcommittees as the NCG Committee may deem appropriate in its sole discretion, so long as any such committee is comprised

entirely of independent directors and has a written charter.

Books and Records: The NCG Committee will

have access to the Company’s books, records, facilities and personnel.

DUTIES AND RESPONSIBILITIES

The NCG Committee shall have the following authority and responsibilities:

1. Director Qualifications: To determine the qualifications, qualities, skills, and other expertise

required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees

for director (the “Director Criteria”).

2. Director Nominee Identification/Screening: To identify and screen individuals qualified to become

members of the Board, consistent with the Director Criteria. The NCG Committee shall review the contributions of incumbent directors in

determining whether to recommend that the Board nominate them for reelection to the Board.

3. Director Independence: To develop and recommend to the Board for approval standards for determining

whether a director is independent.

4. Board Refreshment: To review the size of the Board and ensure that qualified director candidates

with a diversity of gender, ethnicity, tenure, skills and experience are included by the Company or any search firm it engages in each

pool of candidates from which Board nominees are chosen.

5. Shareholder Director Nominations: To consider any director candidates recommended by the Company’s

stockholders pursuant to the procedures set forth in the Company’s bylaws and described in the Company’s proxy statement.

6. Shareholder Proposals: To review shareholder proposals and recommend Board responses.

7. Shareholder Engagement: To oversee engagement with stockholders and proxy advisory firms, and to

review proxy advisory firm policies and voting recommendations.

8. Third Party Director Nomination Rights: Committee oversight of director nominations shall not apply

in cases where the right to nominate a director legally belongs to a third party.

9. Director Nominee Approval: To make recommendations to the Board regarding the selection and approval

of the nominees for director to be filled by the Board or submitted to a stockholder vote at an annual or special meeting of stockholders.

10. Board Leadership: To review the Board’s leadership structure and recommend changes to the

Board as appropriate.

11. Board Committee Membership: To review the Board’s committees sizes, structure and composition

and to make recommendations to the Board regarding the appointment of directors to serve as members of each committee and committee chairperson

annually.

12. Corporate Governance Documents: To renew, propose changes to the Board, or develop, as needed,

the Company’s certificate of incorporation, bylaws, code of ethics, corporate governance guidelines, insider trading policy, related

person transaction policy, whistleblower policy, and other corporate governance policies (if applicable).

13. Corporate Governance Disclosure: To review and discuss with management disclosure of the Company’s

corporate governance practices, including information regarding the operations of the NCG Committee and other Board committees, director

independence and the director nominations process, and to recommend that this disclosure be included in the Company’s proxy statement

or annual report on Form 10-K, as applicable.

14. Environmental, Social and Governance (“ESG”) Matters: To review and monitor the development

and implementation of the goals the Company may establish from time to time with respect to its ESG and sustainability matters, and provide

guidance to the Board on such matters.

15. Corporate Governance Trends: To review emerging corporate governance trends, best practices and

regulations applicable to the corporate governance of the Company.

16. Outside Directorships: To review and approve, as appropriate, any requests from directors or officers

to stand for election to any outside for-profit boards of directors.

17. Succession Planning: To develop and recommend to the Board for approval a CEO succession plan (the

“Succession Plan”), review the Succession Plan periodically, develop and evaluate potential candidates for CEO and recommend

to the Board any changes to and any candidates for succession under the Succession Plan.

18. Board and Management Performance Evaluation: To develop, subject to approval by the Board, a process

for an annual evaluation of the Board and its committees and management and to oversee the conduct of this annual evaluation.

19. NCG Committee Performance Evaluation: To conduct an annual evaluation of the performance of its

duties under this Charter and to present the results of the evaluation to the Board. The NCG Committee shall conduct this evaluation in

such manner as it deems appropriate.

20. NCG Committee Charter Review: To review this Charter at least annually and recommend any proposed

changes to the Board for approval.

EX-99.3 — AUDIT COMMITTEE CHARTER

EX-99.3

Filename: ea030520601ex99-3.htm · Sequence: 6

Exhibit 99.3

AUDIT COMMITTEE CHARTER

NORTHSTRIVE ACQUISITION CORP I.

Effective: September 9, 2026

PURPOSE

The purpose of the Audit Committee (the “Audit

Committee”) of the board of directors (the “Board”) of NorthStrive Acquisition Corp I. (the “Company”) is

to oversee the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements.

In fulfilling its purpose, the Audit Committee

is responsible for maintaining free and open communication between itself and the independent auditor, internal auditor function and management

of the Company, and for determining that all parties are aware of their responsibilities.

The Audit Committee’s principal responsibility

is one of oversight. Management of the Company is responsible for preparing the Company’s financial statements determining that

they are complete, accurate, and in accordance with generally accepted accounting principles and establishing satisfactory disclosure

controls and internal control over financial reporting. The independent auditor is responsible for auditing the Company’s financial

statements and the effectiveness of the Company’s internal control over financial reporting. The Company’s internal and outside

counsel are responsible for assuring compliance with laws and regulations and the Company’s corporate governance policies.

MEMBERSHIP

Size: The Audit Committee shall consist

of three or more members of the Board.

Independence: Each member of the Audit

Committee shall be independent in accordance with the requirements of Rule 10A-3 of the Securities Exchange Act of 1934 and the rules

of The Nasdaq Stock Market LLC. No member of the Audit Committee can have participated in the preparation of the Company’s or any

of its subsidiaries’ financial statements at any time during the past three years.

Financial Expertise: Each member of the

Audit Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income

statement and cash flow statement. At least one member of the Audit Committee must have past employment experience in finance or accounting,

requisite professional certification in accounting or other comparable experience or background that leads to financial sophistication,

including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibility.

At least one member of the Audit Committee must be an audit committee financial expert. A person who satisfies this definition of audit

committee financial expert will also be presumed to have financial sophistication.

Overboarding: No member of the Audit Committee

may serve simultaneously on the audit committee of more than three public companies (including the Company’s Audit Committee).

Appointment/Term/Removal: The members of the Audit Committee shall be appointed by the Board

based on recommendations from the Nominating and Corporate Governance Committee. The members of the Audit Committee shall serve for such

term or terms as the Board may determine or until earlier resignation or death. The Board may remove any member from the Audit Committee

at any time with or without cause.

STRUCTURE AND OPERATIONS

Leadership: The Board shall designate a

member of the Audit Committee as the chairperson based on recommendations of the Nominating and Corporate Governance Committee.

Meetings: The Audit Committee shall meet

at least quarterly at such times and places as it deems necessary to fulfill its responsibilities. The agenda and materials for Audit

Committee meetings will be prepared by the Audit Committee chairperson in consultation with the other Audit Committee members, the chief

financial officer, the head of internal audit and the independent auditor. The Audit Committee shall keep minutes of its proceedings and

report regularly to the Board regarding its discussions and actions and shall make recommendations to the Board as appropriate. The Audit

Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications

equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

The Audit Committee may invite any members of

management or the internal auditors or representatives of the Company’s independent auditor to its meetings as it deems appropriate.

However, the Audit Committee shall meet regularly without such individuals present.

Onboarding / Education: The Company

will provide new members of the Audit Committee with appropriate onboarding briefings, and the full Audit Committee with educational

resources and opportunities related to accounting principles and procedures, current accounting topics pertinent to the Company and

other matters as may be appropriate or requested by the Audit Committee. Outside Advisors: The Audit Committee shall have the

authority, in its sole discretion, to retain and terminate an independent auditor, outside legal counsel and such other advisors as

it deems necessary to fulfill its duties and responsibilities under this Charter. However, the Audit Committee shall not be required

to implement or act consistently with the advice or recommendations of the independent auditor, outside legal counsel or other

advisor, and the authority granted in this Charter shall not affect the ability or obligation of the Audit Committee to exercise its

own judgment in fulfillment of its duties under this Charter. The Audit Committee shall set the compensation and retention terms and

oversee the work of the independent auditor, outside legal counsel or any other advisors. Any communications between the Audit

Committee and its outside legal counsel will be privileged communications.

Funding: The Audit Committee shall receive

appropriate funding from the Company, as determined by the Audit Committee in its capacity as a committee of the Board, for the payment

of compensation to any independent auditor, outside legal counsel and any other advisors, and the ordinary administrative expenses of

the Audit Committee that are necessary or appropriate in carrying out its duties.

Delegation of Authority: The Audit Committee

shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities,

to one or more subcommittees as the Audit Committee may deem appropriate in its sole discretion, provided that decisions of such subcommittees

to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting.

Books and Records: The Audit Committee

will have access to the Company’s books, records, facilities and personnel.

DUTIES AND RESPONSIBILITIES

The Audit Committee shall have the following authority and responsibilities:

1. Auditor Appointment: To (1) appoint, retain or replace, subject to ratification by the Company’s

stockholders, an independent registered public accounting firm to act as the Company’s independent auditor for the purpose of auditing

the Company’s annual financial statements, books, records, accounts and internal controls over financial reporting or performing

other audit, review or attest services for the Company, (2) set the compensation of the Company’s independent auditor, (3) approve

all audit engagement fees and terms, (4) oversee the work done by the Company’s independent auditor, and (5) terminate the Company’s

independent auditor, if necessary. The independent auditor shall report directly to the Audit Committee.

2. Pre-Approval: To pre-approve all audit and permitted non-audit and tax services that may be provided

by the Company’s independent auditor, and establish policies and procedures for the Audit Committee’s pre-approval of permitted

services in compliance with applicable SEC rules and review such pre-approval policies at least annually.

3. Audit: To review and discuss with the Company’s independent auditor (1) the auditor’s

responsibilities under generally accepted auditing standards and the responsibilities of management in the audit process, (2) the overall

audit strategy, planning and staffing, (3) the scope and timing of the annual audit, (4) any significant risks identified during the independent

auditor’s risk assessment procedures and (5) when completed, the results, including significant findings, of the annual audit.

4. Audit Problems: To review and discuss with the Company’s independent auditor and management

(1) any audit problems or difficulties, including difficulties encountered by the Company’s independent auditor or internal audit

department during their audit work (such as restrictions on the scope of their activities or their access of information), (2) any significant

disagreements with management and (3) management’s response to these problems, difficulties or disagreements; and to resolve any

disagreements between the Company’s independent auditor or internal audit department and management.

5. Internal Audit: To review, discuss with the Company’s independent auditor, and approve the

functions of the Company’s internal audit department, including its purpose, authority, organization, responsibilities, budget and

staffing; and to review the scope and performance of the department’s internal audit plan, including the results of any internal

audits, any reports to management and management’s response to those reports or internal audit department; and to review and approve

the hiring, dismissal, evaluation and compensation of the Head of Internal Audit.

6. Internal Controls: To review with management, internal audit, and the Company’s independent

auditor the adequacy and effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures,

including any significant deficiencies, material weaknesses or other major issues in the design or operation of, and any material changes

in, the Company’s controls and any special audit steps adopted in light of any material control deficiencies, and any fraud involving

management or other employees with a significant role in such internal controls, and review and discuss with management and the Company’s

independent auditor disclosure relating to the Company’s controls, management’s and the independent auditor’s report

on the effectiveness of the Company’s internal control over financial reporting and the required management certifications to be

included in or attached as exhibits to the Company’s annual report on Form 10-K or quarterly report on Form 10-Q, as applicable.

7. Risk Oversight: To review and discuss with management the risks faced by the Company and the policies,

guidelines and process by which management assesses and manages the Company’s risks, including the Company’s major financial

risk exposures and cybersecurity risks and the steps management has taken to monitor and control such exposures.

8. Annual Financials: To review and discuss with the Company’s independent auditor and management

the Company’s annual audited financial statements (including the related notes), the form of audit opinion to be issued by the independent

auditor on the financial statements and the disclosure under “Management’s Discussion and Analysis of Financial Condition

and Results of Operations” to be included in the Company’s annual report on Form 10-K before the Form 10-K is filed. The Audit

Committee shall recommend to the Board whether the audited financial statements should be included in the Company’s annual report

on Form 10-K.

9. Quarterly Financials: To review and discuss with the Company’s independent auditor and management

the Company’s quarterly financial statements (including the related notes) and the disclosure under “Management’s Discussion

and Analysis of Financial Condition and Results of Operations” to be included in the Company’s quarterly report on Form 10-Q

before the Form 10-Q is filed.

10. Earnings Releases: To review and discuss with management and the Company’s independent auditor:

(1) the Company’s earnings press releases, including the type of information to be included and its presentation and the use of

any pro forma, adjusted or other non-GAAP financial information; and (2) any financial information and earnings guidance provided to analysts

and ratings agencies, including the type of information to be disclosed and type of presentation to be made. Such discussions may be general

(consisting of discussing the types of information to be disclosed and the types of presentations to be made), provided that each earnings

release or each instance in which the Company provides earnings guidance need not be discussed in advance.

11. Financial Statements Issues: To review with management and the Company’s independent auditor:

(1) any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s

selection or application of accounting principles; (2) analyses prepared by management setting forth significant financial reporting issues

and judgments made in connection with the preparation of the Company’s financial statements, including analyses of the effects of

alternative GAAP methods on the Company’s financial statements; (3) the effect of regulatory and accounting initiatives, as well

as off-balance sheet structures, on the Company’s financial statements; (4) consideration of the judgment of both management and

the independent auditor about the quality, not just the acceptability, of accounting principles; and (5) the completeness and clarity

of the disclosures in the financial statements.

12. Auditor National Office: To discuss with the independent auditor material issues on which the national

office of the independent auditor was consulted by the Company’s audit team.

13. Auditor Communications: To review and discuss with the Company’s independent auditor (1)

all critical accounting policies and practices to be used; (2) all alternative treatments of financial information within generally accepted

accounting principles (“GAAP”) that have been discussed with management, the ramifications of the use of such alternative

treatments and the treatment preferred by the independent auditor; and (3) other material written communications between the independent

auditor and management, such as any management letter or schedule of unadjusted differences.

14. Quality Control/Independence Report: At least annually, to obtain and review a report by the Company’s

independent auditor that describes (1) the independent auditor’s internal quality control procedures, (2) any material issues raised

by the most recent internal quality control review, peer review or Public Company Accounting Oversight Board review or inspection of the

firm or by any other inquiry or investigation by governmental or professional authorities in the past five years regarding one or more

audits carried out by the independent auditor and any steps taken to deal with any such issues, and (3) all relationships between the

independent auditor and the Company or any of its subsidiaries in order to assess the independent auditor’s independence.

15. Audit Committee Report: To produce the audit committee report required to be included in the Company’s

proxy statement, and review the disclosure in the Company’s proxy statement regarding the Audit Committee.

16. Auditor Evaluation: At least annually, to evaluate the qualifications, performance and independence

of the Company’s independent auditor, including an evaluation of the lead audit partner, and taking into account the opinions of

management and the internal auditor and actively engaging in a dialogue with the independent auditor about any disclosed relationships

or services that may impact the objectivity and independence of the auditor.

17. Auditor Rotation: To assure the regular rotation of the lead audit partner at the Company’s

independent auditor as required by law; and to consider regular rotation of the accounting firm serving as the Company’s independent

auditor. The Audit Committee shall present its conclusions with respect to the independent auditor to the Board.

18. Hiring Former Auditors: To set Company hiring policies for employees or former employees of the

Company’s independent auditor.

19. Code of Ethics: To monitor compliance with the Company’s Code of Ethics (the “Code”),

to investigate any alleged breach or violation of the Code, and to enforce the provisions of the Code.

20. Related Party Transactions: To review, approve and oversee any transaction between the Company

and any related person (as defined in Item 404 of Regulation S-K) on an ongoing basis, in accordance with Company policies and procedures;

to keep the Company’s independent auditor informed of the Audit Committee’s understanding of the Company’s relationships

and transactions with related parties that are significant to the Company and whether any of the Audit Committee has concerns regarding

relationships or transactions with related persons and, if so, the substance of those concerns; and to review and discuss with the Company’s

independent auditor the independent auditor’s evaluation of the Company’s identification of, accounting for, and disclosure

of its relationships and transactions with related parties, including any significant matters arising from the audit regarding the Company’s

relationships and transactions with related parties.

21. Legal Compliance: To review, with the General Counsel, if any, and outside legal counsel, legal

and regulatory matters relating to the Company and its subsidiaries that could have a significant impact on the Company’s financial

statements; to review the Company’s compliance with applicable laws and regulations; and to review and oversee the Company’s

policies, procedures and programs designed to promote and monitor legal and regulatory compliance and sustainability.

22. Whistleblowers: To establish and oversee procedures for the receipt, retention and treatment of

complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous

submission by Company employees of concerns regarding questionable accounting or auditing matters.

23. Tax Planning: Review with management the Company’s policies and processes for tax planning

and compliance.

24. Audit Committee Performance Evaluation: To conduct an annual evaluation of the performance of its

duties under this Charter and to present the results of the evaluation to the Board. The Audit Committee shall conduct this evaluation

in such manner as it deems appropriate.

25. Audit Committee Charter Review: To review this Charter at least annually and recommend any proposed changes to the Board for

approval.

EX-99.4 — POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION (CLAWBACK POLICY)

EX-99.4

Filename: ea030520601ex99-4.htm · Sequence: 7

Exhibit 99.4

NORTHSTRIVE ACQUISITION CORP I.

POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

In accordance with the applicable rules of The

Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of NorthStrive Acquisition Corp

I., a Cayman Islands limited company (the “Company”), has adopted this Policy for Recovery of Erroneously Awarded Compensation

(the “Policy”), which shall be deemed effective as of September 9, 2026 (the “Effective Date”). Capitalized terms

used in this Policy but not otherwise defined herein are defined in Section 11.

1.0 Persons Subject to Policy

This Policy shall apply to current and former

executive officers (each, an “Officer”) of the Company.

2.0 Compensation Subject to Policy

This Policy shall apply to Incentive-Based Compensation

received on or after the Effective Date. For purposes of this Policy, the date on which Incentive-Based Compensation is “received”

shall be determined under the Applicable Rules, which generally provide that Incentive-Based Compensation is “received” when

the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive-Based

Compensation occurs after the end of that period.

3.0 Recovery of Compensation

If the Company is required to prepare a Restatement,

the Company shall recover, reasonably promptly, the portion of any Incentive-Based Compensation that is Erroneously Awarded Compensation,

unless the Committee has determined that recovery would be Impracticable. Recovery shall be required in accordance with the preceding

sentence regardless of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the requirement for

the Restatement and regardless of whether or when restated financial statements are filed by the Company. For clarity, the recovery of

Erroneously Awarded Compensation under this Policy will not give rise to any person’s right to voluntarily terminate employment

for “good reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan,

program or policy of or agreement with the Company or any of its affiliates.

4.0 Manner of Recovery; Limitation on Duplicative Recovery

The Committee shall, in its sole discretion, determine

the manner of recovery of any Erroneously Awarded Compensation, which may include, without limitation, reduction or cancellation by the

Company or an affiliate of the Company of Incentive-Based Compensation or Erroneously Awarded Compensation, reimbursement or repayment

by any person subject to this Policy of the Erroneously Awarded Compensation, and, to the extent permitted by law, an offset of the Erroneously

Awarded Compensation against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding

the foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded

Compensation already recovered by the Company pursuant to Sarbanes-Oxley Act of 2002, Section 304 or Other Recovery Arrangements, the

amount of Erroneously Awarded Compensation already recovered by the Company from the recipient of such Erroneously Awarded Compensation

may be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person.

5.0 Administration

This Policy shall be administered, interpreted

and construed by the Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The

Board may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with applicable law, and in

such event references herein to the “Committee” shall be deemed to be references to the Board. Subject to any permitted review

by the applicable national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made

by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company

and its affiliates, stockholders and employees. The Committee may delegate administrative duties with respect to this Policy to one or

more directors or employees of the Company, as permitted under applicable law, including any Applicable Rules.

6.0 Interpretation

This Policy will be interpreted and applied in

a manner that is consistent with the requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such Applicable

Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith.

7.0 No Indemnification; No Liability

The Company shall not indemnify or insure any

person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly

pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such person’s

potential obligations under this Policy. None of the Company, an affiliate of the Company or any member of the Committee or the Board

shall have any liability to any person as a result of actions taken under this Policy.

8.0 Application; Enforceability

Except as otherwise determined by the Committee

or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to, any other clawback, recoupment, forfeiture

or similar policies or provisions of the Company or its affiliates, including any such policies or provisions of such effect contained

in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder or similar plan, program or agreement

of the Company or an affiliate or required under applicable law (the “Other Recovery Arrangements”). The remedy specified

in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available

to the Company or an affiliate of the Company.

9.0 Severability

The provisions in this Policy are intended to

be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable

or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed

amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.

10.0 Amendment and Termination

The Board or the Committee may amend, modify or

terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically

when the Company does not have a class of securities listed on a national securities exchange or association.

11.0 Definitions

“Applicable Rules” means

Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the national securities exchange or association

on which the Company’s securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and

Exchange Commission or any national securities exchange or association on which the Company’s securities are listed.

“Committee” means the

committee of the Board responsible for executive compensation decisions comprised solely of independent directors (as determined under

the Applicable Rules), or in the absence of such a committee, a majority of the independent directors serving on the Board.

“Erroneously Awarded Compensation”

means the amount of Incentive-Based Compensation received by a current or former Officer that exceeds the amount of Incentive-Based Compensation

that would have been received by such current or former Officer based on a restated Financial Reporting Measure, as determined on a pre-tax

basis in accordance with the Applicable Rules.

“Exchange Act” means

the Securities Exchange Act of 1934, as amended.

“Financial Reporting Measure”

means any measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial

statements, and any measures derived wholly or in part from such measures, including GAAP, non-GAAP financial measures, as well as stock

price and total stockholder return.

“GAAP” means United

States generally accepted accounting principles.

“Impracticable” means

(a) (i) the direct costs paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded Compensation; provided

that the Company (i) has made reasonable attempts to recover the Erroneously Awarded Compensation, (ii) documented such attempt(s), and

(iii) provided such documentation to the relevant listing exchange or association, (b) to the extent permitted by the Applicable Rules,

the recovery would violate the Company’s home country laws pursuant to an opinion of home country counsel; provided that the Company

has (i) obtained an opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result

in such violation, and (ii) provided such opinion to the relevant listing exchange or association, or (c) recovery would likely cause

an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the

requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.

“Incentive-Based Compensation”

means, with respect to a Restatement, any compensation that is granted, earned, or vested based wholly or in part upon the attainment

of one or more Financial Reporting Measures and received by a person: (a) after beginning service as an Officer; (b) who served as an

Officer at any time during the performance period for that compensation; (c) while the Company has a class of its securities listed on

a national securities exchange or association; and (d) during the applicable Three-Year Period.

“Officer” means each

person who serves as an executive officer of the Company, as defined in Rule 10D-1(d) under the Exchange Act.

“Restatement” means

an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under applicable

securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously

issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left

uncorrected in the current period.

“Restatement Date” means

the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action

if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement,

or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare a Restatement.

“Three-Year Period”

means the three completed fiscal years immediately preceding the date the Company is required to prepare a Restatement. The “Three

Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately

following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of

the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall

be deemed a completed fiscal year.

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duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if registrant meets the emerging growth company criteria.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

-Name Exchange Act

-Number 240

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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-Section 13e

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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- Definition

Title of a 12(b) registered security.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Publisher SEC

-Name Securities Act

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-Section 425

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