Corporate Development Committee Charter

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January 15, 2020 02:50 PM EST

Corporate Development Committee Charter

I. Purpose

The purpose of the Corporate Development Committee of the Board of Directors (the “Board”) of Rambus Inc. (the “Company”) shall be to (i) work with management to review and consider potential strategic transactions that are consistent with the Company’s growth strategy; (ii) review and advise management with respect to the Company’s growth strategy and (iii) act as the liaison to the Board of Directors in connection with the Committee’s and management’s activities in this regard.

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II. Membership

The Committee may consist of any independent directors of the Board, and may invite participation of any former directors of the Company as needed or appropriate. The members of the Corporate Development Committee will be appointed by the Board, will serve at the discretion of the Board and may be removed by the Board at any time. The Board shall designate the Chairperson of the Corporate Development Committee. The Company’s Chief Executive Officer, Senior Vice President of Corporate Development, Chief Financial Officer and Senior Vice President, General Counsel shall be standing invitees to Committee meetings.

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III. Roles and Responsibilities

The Committee will review any and all potential strategic transactions of the Company, and will provide management with advice, guidance and feedback on behalf of the Board. The Committee will keep the Board fully advised of any such transactions in a timely manner so that the Board may take all actions appropriate and necessary consistent with approval guidelines established by the Board. The Board may further delegate to this Committee or management through a resolution any of its authority to manage and carry out its decisions to the fullest extent permitted by applicable law or regulation.

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IV. Organizational Matters

Meetings. The Committee may meet quarterly or more often as its members determine appropriate to carry out its responsibilities under this charter. The Company’s Chief Executive Officer and Senior Vice President of Corporate Development may call meetings of this Committee without advance notice to the extent required for any given strategic transaction. The Committee will keep regular minutes of its meetings, and will regularly update the Board of Directors about Committee activities and findings. Any current Board Directors may attend Committee meetings as guests.

Resources and Advisers. The Committee will review any potential engagement of advisers with management to fulfill the purpose of this Committee. The Board may delegate the authority to engage consultants and legal advisers to this Committee through resolution of the Board.

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