8-K

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:  May 13, 2021

(Earliest Event Date requiring this Report: May 6, 2021)

CAPSTONE COMPANIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Florida	000-28331	84-1047159
(State of Incorporation or Organization)	(Commission File Number)	I.R.S. Employer Identification No.)

431 Fairway Drive, Suite 200

Deerfield Beach, Florida 33441

(Address of principal executive offices)

(954) 570-8889, ext. 313

(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 (see General Instructions A.2. below):

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).  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. ☐

Securities registered pursuant to Section 12(b) of the Act: None

Title of Class of Securities.	Trading Symbol(s).	Name of exchange on which registered
N/A	N/A	N/A

The Registrant’s Common Stock is quoted on the OTCQB Venture Market of the OTC Markets Group, Inc. under the trading symbol “CAPC.”

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Capstone Companies, Inc.’s (“Company”) Board of Directors at a May 6, 2021 special board meeting approved: (1) a slate of nominees to stand for election to the Board of Directors in 2021, which nominees consist of the current directors, by written consent, or failing that, a shareholders meeting; (2) approved an annual compensation arrangement for independent directors consisting of $750 per month cash payment and option grants for remainder of compensation, which compensation packages is valued at total of $15,000 per year and will be effective as of August 6, 2021; and (3) agreed to search for suitable independent directors for appointment to the Company’s Board of Directors as part of an effort to add persons who can contribute to the new business focus of the Company – being Connected Surface/Smart Mirror products and technologies.

Item 8.01  Other Events.

The Board of Directors of Company also adopted or approved at the May 6, 2021, board meeting: (1)  an Audit Committee Charter  and a Compensation and Nominating Committee Charter.  The new Charters are filed as an exhibit to this Current Report on Form 8-K and are also available at our Company’s website, URL: http://www.capstonecompaniesinc.com; (2) reappointed Director Jeffrey Guzy and Director Jeffrey Postal as members of both the Audit Committee and Compensation and Nominating Committee; (3) approved seeking shareholder ratification of D. Brooks & Associates, CPAs, as public auditor of Company for fiscal year 2021; (4) authorized extension of Rule 10b-5 Purchase Plan with Wilson-Davis & Co., Inc. for one year to 2022 and with a 750,000 shares of Common Stock cap on total open market purchases permitted under that agreement; and (5) authorized shareholder vote/consent on “Say on Pay” advisory, non-binding vote for top two senior officers in 2021.

Item 9.01.    Financial Statements and Exhibits.

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
10.1	Audit Committee Charter
10.2	Compensation and Nominating Committee Charter

SIGNATURE

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

CAPSTONE COMPANIES, INC., A FLORIDA CORPORATION

By: /s/ James G. McClinton

James G. McClinton, Chief Executive Officer

Dated: May 13, 2021

EX-10.1

AUDIT COMMITTEE CHARTER

(“Charter”)

Adopted as of May 6, 2021

Mission and Purpose. The mission and purpose of the Audit Committee (the "Committee") of the Board of Directors (“Board”) of Capstone Companies, Inc., a Florida corporation, (the "Company") is to provide general oversight of the Company's accounting and financial reporting processes, audits of the financial statements, and internal control and audit functions. Management is responsible for (a) the preparation, presentation, and integrity of the Company's financial statements; (b) accounting and financial reporting principles; and (c) the Company's internal controls and procedures designed to promote compliance with accounting standards and applicable laws and regulations. The Company's registered independent public accounting firm (the "Independent Auditors") is responsible for performing an independent audit of the consolidated financial statements in accordance with generally accepted auditing standards.

The Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the Independent Auditors. Consequently, it is not the duty of the Committee to conduct audits or to determine that the Company's financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the Independent Auditors. The Committee serves a Board level oversight role where it oversees the relationship with the Independent Auditors, as set forth in this Charter, and receives information and provides advice, counsel and general direction, as it deems appropriate, to management and the Independent Auditors, taking into account the information it receives, discussions with the Independent Auditors, and the experience of the Committee's members in business, financial, and accounting matters.

Members. The initial members of the Committee will be Director Jeffrey Guzy and Director Jeffrey Postal, each having a two-year initial term.

The Committee shall be comprised of at least two directors, as determined by the Board, that meet the director and Committee member independence requirements and financial literacy requirements of The NASDAQ Capital Market ("NASDAQ"), the Securities and Exchange Commission (“SEC”), and any other applicable requirements. No Committee member can have participated in the preparation of the financial statements of the Company or any of the Company's current subsidiaries at any time during the past three years. Each Committee member 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 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, as determined by the Board. At least one Committee member must be an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K of the SEC. A person who satisfies this definition of "audit committee financial expert" will also be presumed to have financial sophistication.

Appointment to the Committee, including the designation of the Chairman of the Committee and the designation of any Committee members as "audit committee financial experts", shall be made on an annual basis by the full Board based on recommendations from the directors of the Board. The Board may remove any Committee member at any time with or without cause upon five (5) days’ prior written notice and by majority vote of directors.

Conduct. The Committee shall meet at least every fiscal quarter at such times and places as the Committee shall determine. Additional meetings may occur as the Committee or its Chairman deems advisable. The Committee shall meet in executive session privately, with the Independent Auditors, without senior management present, not less frequently than quarterly. The Committee shall cause adequate minutes of all its proceedings to be kept and shall report on its actions and activities at the next Board meeting occurring after a Committee meeting. Committee members shall be furnished with copies of the minutes of each meeting and any action taken by unanimous consent.

1

The Committee shall be governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Bylaws of the Company, or (c) the laws of the State of Florida.

The Chairman of the Committee is to be contacted directly by the Independent Auditors (1) to review items of a sensitive nature that can impact the accuracy of financial reporting or (2) to discuss significant issues relative to the overall responsibility of the Board that have been communicated to management but, in their judgment, may warrant follow-up by the Committee.

Powers. The Committee shall have the resources and powers necessary to discharge its duties and responsibilities. The Committee shall have the authority to engage independent legal, accounting and other advisers, as it determines necessary to carry out its duties. The Committee shall have sole authority to approve related fees and retention terms. The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to the Committee may form and delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees or one or more designated members of the Committee, as the Committee deems appropriate in its sole discretion.

Duties. The Committee shall have the following authority and duties:

1-To select, retain, compensate, oversee, and terminate, if necessary, the Independent Auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Company;

2-To select, retain, compensate, oversee, and terminate, if necessary, any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Company;

3-To obtain and review annually a report by the Independent Auditors describing: (a) the firm's internal quality-control procedures; and (b) any material issues raised by the most recent internal quality-control review or 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 within the preceding five years regarding one or more independent audits carried out by the firm, and any steps taken to deal with any such issues;

4-To review and discuss with the Independent Auditors the auditors' 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;

5-To review and discuss annually with the Independent Auditors the written report from the Independent Auditors concerning any relationship between the Independent Auditors and the Company or any of its subsidiaries or any other relationships that may adversely affect the independence of the Independent Auditors, and, based on such review, assesses the independence of the Independent Auditors;

6-To review and discuss with the Company's Independent Auditors any other matters required to be discussed by PCAOB Auditing Standards No. 16, Communications with Audit Committees, including, without limitation, the Independent Auditors' evaluation of the quality, not just the acceptability, of the Company's financial reporting, information relating to significant unusual transactions, and the business rationale for such transactions and the Independent Auditors' evaluation of the Company's ability to continue as a going concern;

7-To pre-approve all audit and permitted non-audit and tax services that may be provided by the Company's Independent Auditors or other registered public accounting firms, and establish policies and procedures for the review and pre-approval by the Committee of all auditing services and permissible non-audit services (including the fees and terms thereof) to be performed by the Independent Auditors or other registered public accounting firms on an on-going basis;

2

8-To review and discuss with the Company's Independent Auditors: (a) all critical accounting principles and practices and financial statement presentation, including any significant changes in the Company's selection or application of such accounting principles, to be used in the audit; (b) all alternative accounting treatments of financial information within general accepted accounting principles ("GAAP") that have been discussed with management, including the ramifications of the use of the alternative treatments and the treatment preferred by the Independent Auditors; and (c) any significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements; and (d) other material written communications between the Independent Auditors and management;

9-To review and discuss with the Company's management and the Independent Auditors: (a) earnings press releases, including the financial information and business discussion included therein and its presentation and the use of any pro forma or adjusted non-GAAP information; (b) 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; (c) the unaudited quarterly or interim financial statements and the disclosure under the Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") section to be included in the Company's Quarterly Report on Form 10-Q before the Form 10-Q is filed; and (d) the year-end audited financial statements, the form of audit opinion to be issued by the Independent Auditors on the financial statements, and the disclosure under the MD&A section to be included in the Company's Annual Report on Form 10-K before the Form 10-K is filed;

10-To recommend to the Board that the audited financial statements and the MD&A section be included in the Company's Annual Report on Form 10-K and produce the Committee report, if and as required by the rules of the Securities and Exchange Commission, to be included in the Company's proxy statement;

11-To review and discuss with the Independent Auditors: (a) the auditors' responsibilities under generally accepted auditing standards and the responsibilities of management in the audit process; (b) the overall audit strategy; (c) its audit plans and procedures, including the general audit approach, scope, staffing, fees, and timing of the annual audit; (d) any significant risks identified during the auditors' risk assessment procedures; (e) when completed, the results, including significant findings, of the annual audit and accompanying management letters; and (f) the results of the Independent Auditors' procedures with respect to interim periods;

12-To review and discuss with management and the Independent Auditors various topics and events that may have significant financial impact on the Company or that are the subject of discussions between management and the Independent Auditors;

13-To review and discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures;

14-To review, approve, and oversee any related-party transactions (as defined in Item 404 of Regulation S-K) and any other potential conflict of interest situations on an ongoing basis, and to develop policies and procedures for the Committee's approval of related-party transactions;

15-To review and discuss with management and the Independent Auditors: (a) the adequacy and effectiveness of the Company's internal controls, including any significant deficiencies or material weaknesses in the design or operation of, and any significant changes in, the Company's internal controls, 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; (b) disclosure relating to the Company's internal controls, the Independent Auditors' report, if and as required by the rules of the Securities and Exchange Commission, 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; (c) the Company's internal audit procedures, and (d) the adequacy and effectiveness of the Company's disclosure controls and procedures, and management reports thereon;

3

16-To review annually with the Chief Financial Officer the scope of the internal audit program, and the performance of both the internal audit group and the Independent Auditors in executing their plans and meeting their objectives;

17-To review the use of auditors other than the Independent Auditors in cases such as management's request for second opinions;

18-To review matters related to the corporate compliance activities of the Company;

19-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 employees of concerns regarding questionable accounting or auditing matters;

20-To establish policies for the hiring of employees and former employees of the Independent Auditors;

21-To review periodically with the Company's outside legal counsel any legal and regulatory matters, including legal cases against or regulatory investigations of the Company and its subsidiaries, that could have a significant impact on the Company's financial statements, the Company's compliance with applicable laws and regulations, and any material reports or inquiries received from regulators or governmental agencies;

22-To obtain timely reports from management and the Company's counsel that the Company and its subsidiaries are in conformity with applicable legal requirements and the Company's Code of Ethics, including disclosures of insider and affiliated party transactions;

23-To advise the Board with respect to the Company's policies and procedures regarding compliance with applicable laws and regulations and with the Company's Code of Ethics;

24-To review and approve the Company's Code of Ethics, as it may be amended and updated from time to time, ensure that management has implemented a compliance program to enforce such Code of Ethics (which shall include reporting of violations of the Code of Ethics to the Committee), monitor compliance with the Code of Ethics, and enforce the provisions of the Code of Ethics;

25-To review and investigate reported breaches or violations of the Company's Code of Ethics;

26-To review and approve: (a) any change or waiver in the Company's Code of Ethics for principal executives and senior financial officers; and (b) any disclosures made on Current Report Form 8-K regarding such change or waiver;

27-When appropriate, to designate one or more Committee members to perform certain of its duties on its behalf, subject to such reporting to or ratification by the Committee as the Committee shall direct; and

28-To review and assess the adequacy of this Charter at least annually and recommend any proposed changes to the full Board for approval.

4

The Committee shall consult with the Board on relevant issues, but the Committee may not delegate above responsibilities, except as specifically provided for above.

Ratified by the Board of Directors on May 6, 2021

SEEN AND ACCEPTED BY FOLLOWING AUDIT COMMITTEE MEMBERS AS OF May 6, 2021

By: _________________________________________

Jeffrey Postal

By: ________________________________________

Jeffrey Guy

APPROVED BY FOLLOWING DIRECTORS OF BOARD OF DIRECTORS ON DATE INDICATED:

By: ____________________________________________________________ Date: May 6, 2021

Stewart Wallach

By: ____________________________________________________________ Date: May 6, 2021

James McClinton

By: ____________________________________________________________ Date: May 6, 2021

Jeffrey Postal

By: ____________________________________________________________ Date: May 6, 2021

Larry Sloven

By: ____________________________________________________________ Date: May 6, 2021

Jeffrey Guzy

5

EX-10.2

COMPENSATION AND NOMINATION COMMITTEE CHARTER

(“Charter”)

Adopted as of May 6, 2021, by Board of Directors of Capstone Companies, Inc., a Florida corporation

Purpose and Mission. The purpose of the Compensation and Nomination Committee (the "Committee") of Capstone Companies, Inc., a Florida corporation, (the "Company"), is to: (1) for nomination of directors and officers:  determine the slate of director nominees for election to the Company's Board of Directors (the "Board"), to recommend candidates for appointment as officers of the Company, to identify and recommend director candidates to fill vacancies occurring between annual stockholder meetings, to review the Company's policies and programs that relate to matters of corporate responsibility, including public issues of significance to the Company and its stockholders, and any other related matters required by the federal securities laws; and (2) for compensation of management: to discharge the responsibilities of the Board relating to compensation of the Company's executives, to produce an annual report on executive compensation for inclusion in the Company's proxy statement, and to oversee and advise the Board on the adoption of policies that govern the Company's compensation programs, including stock and incentive benefit plans and deferred compensation plans.

Members. The initial members of the Committee are Director Jeffrey Guzy and Jeffrey Postal for an initial two-year term.

The membership of the Committee shall consist of at least two directors, each of whom shall meet the independence requirements established by the Board and applicable laws, regulations, and listing requirements of The NASDAQ Capital Market. The Committee members and the Committee's Chairman shall be appointed by the Board. The Board may remove any member from the Committee at any time with or without cause.

Meetings. The Committee shall meet at least twice a year. Additional meetings may occur as the Committee or its Chairperson deems advisable. The Committee shall cause to be kept adequate minutes of all its proceedings and shall report on its actions and activities at the next meeting of the Board occurring after such Committee meeting. The Committee members shall be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, 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 this Charter, (b) any provision of the Bylaws of the Company, or (c) the laws of the State of Florida.

Duties. The Committee shall have the resources and authority necessary to discharge its duties and responsibilities. The Committee has sole authority to retain and terminate outside counsel, any search firm used to identify director candidates, officer candidates or other experts or consultants, as it deems appropriate, including sole authority to approve the firms' fees and other retention terms. Any communications between the Committee and legal counsel in the course of obtaining legal advice shall be considered privileged communications of the Company and the Committee shall take all necessary steps to preserve the privileged nature of those communications. The Committee may form and delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees or one or more designated Committee members, as the Committee deems appropriate in its sole discretion.  The Committee also has sole authority to retain and terminate outside counsel, compensation consultants retained to assist the Committee in determining the compensation of the Chief Executive Officer or senior executive officers, or other experts or consultants, as it deems appropriate, including sole authority to approve the firms' fees and other retention terms. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications.

The Committee shall have the authority to form and delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees or to one or more designated members of the Committee, as the Committee may deem appropriate in its sole discretion.

1

The principal responsibilities and functions of the Committee are as follows:

A.Compensation Issues:

1- To review the competitiveness of the Company's executive compensation programs to ensure (a) the attraction and retention of corporate officers, (b) the motivation of corporate officers to achieve the Company's business objectives, and (c) the alignment of the interests of key leadership with the long-term interests of the Company's stockholders;

2- To review trends in management compensation, oversee the development of new compensation plans, and, when necessary, approve the revision of existing plans;

3- To review and approve annually the corporate goals and objectives applicable to the compensation of the chief executive officer ("CEO"), evaluate at least annually the CEO's performance in light of these corporate goals and objectives, and determine and approve the CEO's compensation based on this evaluation. In evaluating and determining CEO compensation, the 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. The Chief Executive Officer cannot be present during deliberations or voting by the Committee concerning the CEO’s compensation. The CEO will be reviewed by the Chairman of the Governance and Nominating Committee acting as the Lead Independent Director. The results of the annual Chief Executive Officer evaluation will be considered in setting CEO salary and other compensation;

4-To oversee an evaluation of the performance of the Company's other executive officers and approve the annual compensation, including salary, bonus, incentive and equity compensation, for such executive officers. In evaluating and determining executive compensation, the Committee shall consider the results of the most recent Say on Pay Vote;

5-To review and approve the compensation structure for corporate officers at the level of corporate vice president and above;

6-To review director compensation for service on the Board of Directors and its committees at least once a year and to recommend any changes to the Board of Directors;

7-To review and approve and, when appropriate, recommend to the Board of Directors for approval, 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;

8-To review and approve compensation packages for new corporate officers and termination packages for corporate officers as requested by management;

9-To review and discuss with the Board of Directors and senior officers plans for officer development and corporate succession plans for the CEO and other senior officers;

10-To review and make recommendations concerning long-term incentive compensation plans, including the use of equity-based plans, and where appropriate or required, recommend for approval by the stockholders of the Company, which includes the ability to adopt, amend, and terminate such plans. Except as otherwise delegated by the Board of Directors of the Company, the Committee will act on behalf of the Board of Directors as the "Committee" established to administer equity-based and employee benefit plans, and as such will discharge any responsibilities imposed on the Committee under those plans, including making and authorizing grants, in accordance with the terms of those plans. In reviewing and making recommendations regarding long-term incentive compensation plans and equity-based plans, including whether to adopt, amend, or terminate any such plans, the Committee shall consider the results of the most recent Say on Pay Vote;

2

11-To review periodic reports from management on matters relating to the Company's personnel appointments and practices;

12-To review and discuss with management the Company's Compensation Discussion and Analysis ("CD&A") and the related executive compensation information, recommend that 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 an annual report of the Committee on executive compensation for the Company's annual proxy statement in compliance with applicable Securities and Exchange Commission or “SEC” rules and regulations and relevant listing authority. The Committee shall not be required to fulfill these responsibilities if the Company is not required to include the CD&A and Committee report in the Company's proxy statement or Annual Report on Form 10-K;

13-To review the Company's incentive compensation and 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;

14- To review and recommend to the Board of Directors 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 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;

15-To review this Charter at least annually and recommend any proposed changes to the Board of Directors for approval;

16- To obtain or perform an annual evaluation of the Committee's performance of its duties under this Charter and present the results of the evaluation to the Board of Directors; and

17-To evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K.

B.For Nomination issues:

1-To assist the Board in determining the qualifications, qualities, skills, and other expertise required to be a director;

2-To assist in identifying, interviewing, and recruiting candidates for the Board, consistent with criteria approved by the Board. The Committee shall consider any director candidates recommended by the Company's stockholders pursuant to the procedures described in the Company's proxy statement. The Committee shall also consider any nominations of director candidates validly made by stockholders in accordance with applicable laws, rules, and regulations, and the provisions of the Company's charter documents;

3-To review an incumbent, replacement, or additional director's qualifications, including capability, availability to serve, conflicts of interest, and other relevant factors;

4-To make annual recommendations to the Board regarding the selection and approval of the nominees for director to be submitted to a stockholder vote at the annual meeting of stockholders, subject to approval by the Board;

5-To make annual recommendations to the Board regarding the appointment to the committees of the Board (including this Committee), subject to approval by the Board;

3

6-To oversee the Company's corporate governance practices and procedures, including identifying best practices;

7-To review and recommend to the Board for approval any changes to the documents, policies, and procedures in the Company's corporate governance framework, including making recommendations about changes to the charters of other Board committees after consultation with the respective committee chairpersons;

8-To develop, subject to approval by the Board, a process for an annual evaluation of the Board and its committees and to oversee the conduct of this annual evaluation in order to facilitate the directors' fulfillment of their responsibilities in a manner that serves the interests of the Company's stockholders;

9- To annually review the Board's committee 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 as needed;

10-If a vacancy on the Board and/or any Board committee occurs, to identify and make recommendations to the Board regarding the selection and approval of candidates to fill such vacancy either by stockholder election or appointment by the Board;

11-To review and discuss with management disclosure of the Company's corporate governance practices, including information regarding the operations of the Committee and other Board committees, director independence, and the director nomination process, and to recommend that this disclosure be, included in the Company's proxy statement or Annual Report on Form 10-K, as applicable;

12-To review and assess the adequacy of this Charter at least annually and recommend any proposed changes to the full Board for approval; and

13-To assist the Chairman of the Board if the Chairman is a non-management director, or otherwise the Chairman of the Committee acting as the Lead Independent Director, in leading the Board's annual review of the Chief Executive Officer's performance.

Adopted by the Board of Directors on May 6, 2021

SEEN AND APPROVED BY FOLLOWING MEMBERS ON MAY 6, 2021

SEEN AND ACCEPTED BY FOLLOWING AUDIT COMMITTEE MEMBERS AS OF May 6, 2021

By: _________________________________________

Jeffrey Postal

By: ________________________________________

Jeffrey Guy

4

APPROVED BY FOLLOWING DIRECTORS OF BOARD OF DIRECTORS ON DATE INDICATED:

By: ____________________________________________________________ Date: May 6, 2021

Stewart Wallach

By: ____________________________________________________________ Date: May 6, 2021

James McClinton

By: ____________________________________________________________ Date: May 6, 2021

Jeffrey Postal

By: ____________________________________________________________ Date: May 6, 2021

Larry Sloven

By: ____________________________________________________________ Date: May 6, 2021

Jeffrey Guzy

5