GIRLS WHO INVEST, INC.

COMPENSATION COMMITTEE CHARTER

(as approved on April 9, 2018)

1. Purpose

The Compensation Committee (the "Committee") is a standing committee appointed by the Board of Directors (the "Board") of Girls Who Invest, Inc. (the "Organization") to (1) review and make recommendations to the Board regarding compensation of the Organization's executives, including the Chief Executive Officer ("CEO"), (2) review the performance of the Organization's executives, including the CEO, (3) review and make recommendations to the Board regarding the compensation-related practices and policies for the Organization, and (4) report to the Board regarding the Organization's executive compensation practices and policies.

2. Committee Membership

The Committee shall be comprised of no fewer than three (3) members of the Board. Each member of the Committee shall meet all applicable independence requirements, including being an "Independent Director" (as such term is defined in the Organization's Conflict of Interest and Disclosure Policy, as may be amended from time to time). The members and Chair of the Committee shall be appointed and removed by the Board.

3. Authority and Responsibilities of the Committee

The Committee shall:

3.1 Review, at least annually, the performance of the CEO and recommend for approval by the Board the CEO's compensation, including salary, bonus and other incentive compensation taking into account the Organization's performance, the CEO's performance, the responsibilities undertaken by the CEO, trends in organizations considered comparable to the Organization, and any other factors the Committee considers relevant to the CEO's compensation. The CEO shall not be present during voting or deliberations on matters relating to the compensation of the CEO.

3.2 Review the goals and objectives to be achieved by the CEO for the following year.

3.3 Review with the CEO the performance of the Organization's other executives.

3.4 Review and recommend for approval by the Board the salary, bonus and other incentive compensation of the other offices of the Organization other than the CEO. The CEO may be present during the deliberations on the compensation of executives other than the CEO if the Committee so desires.

3.5 Review and make recommendations to the Board concerning the Organization's employee compensation policies and practices, including regarding bonuses, benefit and severance plans and, as appropriate, establishing guidelines in relation thereto.

3.6 Review and recommend for approval by the Board employment agreements, severance arrangements, retirement arrangements and any special or supplemental benefits for each executive of the Organization.

3.7 In discharging its responsibilities, have full access to any relevant records of the Organization.

3.8 Consider such other matters in relation to the compensation and benefit policies of the Organization, and carry out such other duties as may be assigned to the Committee from time to time by the Board.

3.9 The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser (collectively, "Compensation Consultant") to advise the Committee. If the Committee does retain or obtain the advice of a Compensation Consultant, the Committee shall be directly responsible for the appointment, termination, compensation and oversight of the work of any such Compensation Consultant. The Organization must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a Compensation Consultant.

3.10 The Committee may select a Compensation Consultant only after taking into consideration all relevant factors with respect to such Compensation Consultant's independence, including the following:

(i.) The provision of other services to the Organization by the person that employs the Compensation Consultant;

(ii.) The amount of fees received from the Organization by the person that employs the Compensation Consultant, as a percentage of the total revenue of the person that employs the Compensation Consultant;

(iii) The policies and procedures of the person that employs the Compensation Consultant that are designed to prevent conflicts of interest;

(iv) Any business or personal relationship of the Compensation Consultant with a member of the Committee;

(v) Any stock of the Organization owned by the Compensation Consultant; and

(vi) Any business or personal relationship of the Compensation Consultant or the person employing the Compensation Consultant with an executive officer of the Organization.

3.11 The Committee shall have such other authority as may be delegated to it by resolution of the Board.

3.12 The Committee shall review annually the adequacy of this Charter. The performance and effectiveness of the Committee and this Charter will be assessed annually as part of the Board's evaluation process.

4. Meetings , Reports and Procedures

4.1 The Committee shall hold a minimum of one (1) regular meeting per year, which shall be scheduled as nearly as practicable to occur in connection with the quarterly meetings of the Board. Additional meetings may occur as the Committee or its Chair deems advisable.  The Committee is governed by the rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, waiver of notice, and quorum and voting requirements as are applicable to the Board.  The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any provision of the Certificate of Incorporation and Amended and Restated By-laws of the Organization, or (b) the New York Consolidated Laws, Not-For-Profit Corporation Law.

4.2 In advance of every meeting, the Chair of the Committee, with the assistance of management of the Organization, shall prepare and distribute to the Committee members and others as deemed appropriate by the Chair, an agenda of matters to be addressed at the meeting.

4.3 The Committee shall keep adequate minutes of all its proceedings, and will report through the Committee Chair to the Board following meetings of the Committee. Committee members will be furnished with copies of the minutes of each meeting and any action taken.