Nominating Committee Charter

Purpose
The Nominating Committee (“Committee”) is appointed by the Board of Directors (the “Board”) to:

·         set qualification standards for director nominees;

·          assist the Board in identifying individuals qualified to become Board members; recommend to the Board the director nominees for the next annual meeting of shareholders; and recommend to the Board director nominees to fill vacancies on the Board.

 Committee Membership
The Committee shall consist of no fewer than two members. The members of the Committee shall meet the independence requirements of NASD Rule 4200(a)(15). The members of the Committee shall be appointed and replaced by the Board. The Board may designate one of the members of the Committee as Chair.

Committee Authority and Responsibilities
The Committee shall annually review potential nominees and recommend to the Board persons to be nominated for election to the Board at the Annual Meeting of Shareholders.

When vacancies occur on the Board of Directors, the Committee shall actively seek individuals qualified to become board members for recommendation to the Board, and shall recommend persons based on business experience, professional expertise, industry experience and geographic representation.

The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

The Committee shall have full access to the Company’s executives as necessary to carry out the Committee’s responsibilities.

The Committee shall perform any other activities consistent with this Charter, the Company’s By-laws and governing laws as the Committee or the Board deems necessary or appropriate.

Committee Meetings
The Committee shall meet as often as its members deem necessary to perform the Committee’s responsibilities and shall report to the Board on the major items covered at each Committee meeting.

Nominee Qualifications
Nominees should be highly qualified by business, professional or comparable experience, affirmatively desirous of serving on the Board of Directors, and able to represent the interests of all shareholders and not merely those of any special interest group.

The Committee shall periodically review the appropriate skills and characteristics required of director nominees in the context of the current make-up of the Board, including such factors as business experience, diversity, and personal skills in technology, finance, marketing, business, financial reporting and other areas that are expected to contribute to an effective Board, and shall adopt and revise qualification standards for director nominees as the Committee determines necessary to ensure qualified persons elected to the Board.

Candidates Recommended by Security Holders
The Committee will consider director candidates recommended by security holders.

Any candidate suggested by a security holder must meet the qualification standards as adopted and revised by the Committee, and such candidate must state in advance his or her willingness and interest in serving on the Board.

Shareholders wishing to suggest candidates for consideration at the Company’s Annual Meeting of Shareholders should submit their proposals in accordance with the timeframe and procedures contained in the Company’s most recent proxy statement.

Committee Charter
The Committee shall review and reassess the adequacy of this Charter as necessary and recommend any proposed changes to the Board for approval.

This Charter shall either be made publicly available on the Company’s website or included as an appendix to the Company’s proxy statement no less than once every three years.