Corporate Governance Certification Form (To be completed by a company currently listed on The NASDAQ Stock Market. An updated certification form is required only if a change in the company's status results in the prior certification no longer being accurate.) Company Name: Symbol: Re: Compliance with NASDAQ®’s requirements relating to Audit Committees, the Director Nominations Process, the Compensation of Officers, Board Composition, Executive Sessions, Quorum and Code of Conduct 1. Audit Committee Composition – Rule 5605(c)(2)(A) I hereby certify that the Company has, and will continue to have, an Audit Committee of at least three members, comprised solely of directors each of whom: (1) meets NASDAQ’s definition of independence contained in Rule 5605(a)(2) (subject to the exception provided in Rule 5605(c)(2)(B) and the cure period provided in Rule 5605(c)(4)); (2) meets the requirements of SEC Rule 10A-3(b)(1) (subject to exceptions provided in Rule 10A-3(c) and the cure period provided in Rule 5605(c)(4)); (3) has not participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years; and (4) is able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement, as required by Rule 5605(c)(2). In addition, I hereby certify that the Company has, and will continue to have, at least one member of the Audit Committee who has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. For Companies with Exceptional and Limited Circumstances Only: Check here if the Company will comply with this requirement by having a committee comprised of all independent directors, except for one director, who meets the criteria set forth in Section 10A(m)(3) under the Act, where the board, under exceptional and limited circumstances, has determined that it is in the best interests of the company and its shareholders.* For Initial Public Offerings: Check here if the Company is utilizing the phase-in provisions pursuant to Rule 5615(b) for the Audit Committee Composition requirement. If this box is checked, the certifications above will be effective as of the end of the phase-in period. 1 For Foreign Private Issuers Only: Check here if the Company is following home country practices in lieu of this requirement and has provided NASDAQ with a written statement from an independent counsel in the Company’s home country certifying that the Company’s practices are not prohibited by the home country laws. A company checking this box must still have an audit committee that satisfies Rule 5605(c)(3) and ensure that such audit committee members meet the independence requirement in Rule 5605(c)(2)(A)(ii).* For Asset Backed or Other Passive Issuers Only: Check here if the Company is exempt from this requirement pursuant to Rule 5615(a)(1). 1 As defined in SEC Rule 3b-4(c) 1 American LegalNet, Inc. www.FormsWorkFlow.com 2. Audit Committee Charter – Rule 5605(c)(1) I hereby certify that the Company has adopted a formal written Audit Committee charter specifying the items enumerated in Rule 5605(c)(1), and that the Audit Committee will review and assess the adequacy of the charter on an annual basis. Please provide a copy of the charter and note the date of its adoption. For Foreign Private Issuers Only: Check here if the Company is following home country practices in lieu of this requirement and has provided NASDAQ with a written statement from an independent counsel in the Company’s home country certifying that the Company’s practices are not .prohibited by the home country laws.* For Asset Backed or Other Passive Issuers Only: Check here if the Company is exempt from this requirement pursuant to Rule 5615(a)(1). 3. Independent Director Oversight of Director Nominations – Rule 5605(e)(1) I hereby certify that the Company complies with Rule 5605(e)(1), which requires independent director involvement in the selection of director nominees. The Company complies with this requirement by having a Nominations Committee comprised solely of independent directors. The Company complies with this requirement by having director nominees selected or recommended by a majority of its independent directors meeting in executive session. For Companies with Exceptional and Limited Circumstances Only: Check here if the Company will comply with this requirement by having a committee comprised of all independent directors, except for one director where the board, under exceptional and limited circumstances, has determined that it is in the best interests of the company and its shareholders.* For Initial Public Offerings (including Spin-offs) and Companies Emerging From Bankruptcy Only: Check here if the Company is utilizing the phase-in provisions pursuant to Rule 5615(b) for the Director Nominations Process requirement. If this box is checked, the certifications above will be effective as of the end of the phase-in period. For “Controlled Companies” Only: Check here if the Company is utilizing the “Controlled Company” exemption pursuant to Rule 5615(c) for purposes of the Director Nominations Process requirement. In the event the Company ceases to be a Controlled Company, a new certification will be required.* For Foreign Private Issuers Only: Check here if the Company is following home country practices in lieu of this requirement and has provided NASDAQ with a written statement from an independent counsel in the Company’s home country certifying that the Company’s practices are not prohibited by the home country laws.* For Companies with Pre-Existing Agreements Only: Check here if the Company is subject to a binding obligation that was in effect prior to November 4, 2003 that requires a director nomination structure inconsistent with Rule 5605(e)(1). Pursuant to Rule 5605(e)(5), such a company is not required to comply with the nomination requirements. For Limited Partnerships Only: Check here if the Company is exempt from this requirement as a limited partnership. For Management Investment Companies Only: Check here if the Company is exempt from this requirement as a management investment company registered under the Investment Company Act of 1940. For Asset Backed or Other Passive Issuers Only: Check here if the Company is exempt from this requirement pursuant to Rule 5615(a)(1). For Cooperatives Only: Check here if the Company is exempt from this requirement pursuant to Rule 5615(a)(2). 2 American LegalNet, Inc. www.FormsWorkFlow.com 4. Nominations Committee Charter or Board Resolution – Rule 5605(e)(2) Rule 5605(e)(2) requires companies to adopt a formal written charter or board resolution, as applicable, addressing the nominations process and such related matters as may be required under the federal securities laws. Please provide a copy of the charter or board resolution and note the date of adoption. For Controlled Companies Only: Check here if the Company is utilizing the “Controlled Company” exemption pursuant to Rule 5615(c) for purposes of the Nominations Committee Charter requirement. In the event the Company ceases to be a Controlled Company, a new certification will be required.* For Foreign Private Issuers Only: Check here if the Company is following home country practices in lieu of this requirement and has provided NASDAQ with a written statement from an independent counsel in the Company’s home country certifying that the Company’s practices are not prohibited by the home country laws.* For Companies with Pre-Existing Agreements Only: Check here if the Company is subject to a binding obligation that was in effect prior to November 4, 2003 that requires a director nomination structure inconsistent with Rule 5605(e)(1). Pursuant to Rule 5605(e)(5), such a company is not required to comply with the nomination requirements. For Limited Partnerships Only: Check here if the Company is exempt from this requirement as a limited partnership. For Management Investment Companies Only: Check here if the Company is exempt from this requirement as a management investment company registered under the Investment Company Act of 1940. For Asset Backed or Other Passive Issuers Only: Check here if the Company is exempt from this requirement pursuant to Rule 5615(a)(1). For Cooperatives Only: Check here if the Company is exempt from this requirement pursuant to Rule 5615(a)(2). 5. Independent Director Oversight of Executive Officer Compensation – Rule 5605(d) I hereby certify that the Company complies with Rule 5605(d), which requires independent director involvement in the determination of executive compensation. The Company complies with this requirement by having a Compensation Committee comprised solely of independent directors. The Company complies with this requirement by submitting such matters for approval or recommendation by a majority of the independent directors meeting in executive session. For Companies with Exceptional and Limited Circumstances Only: Check here if the Company will comply with this requirement by having a committee comprised of all independent directors, except for one director where the board, under exceptional and limited circumstances, has determined that it is in the best interests of the company and its shareholders.* For Initial Public Offerings (including Spin-offs) and Companies Emerging From Bankruptcy Only: Check here if the Company is utilizing the phase-in provisions pursuant to Rule 5615(b) for the Compensation of Officers requirement. If this box is checked, the certifications above will be effective as of the end of the phase-in period. For Controlled Companies Only: Check here if the Company is utilizing the “Controlled Company” exemption pursuant to Rule 5615(c) for purposes of the Compensation of Officers requirement. In the event the Company ceases to be a Controlled Company, a new certification will be required.* For Foreign Private Issuers Only: Check here if the Company is following home country practices in lieu of this requirement and has provided NASDAQ with a written statement from an independent counsel in the Company’s home country certifying that the Company’s practices are not prohibited by the home country laws.* For Limited Partnerships Only: Check here if the Company is exempt from this requirement as a limited partnership. 3 American LegalNet, Inc. www.FormsWorkFlow.com For Management Investment Companies Only: Check here if the Company is exempt from this requirement as a management investment company registered under the Investment Company Act of 1940. For Asset Backed or Other Passive Issuers Only: Check here if the Company is exempt from this requirement pursuant to Rule 5615(a)(1). For Cooperatives Only: Check here if the Company is exempt from this requirement pursuant to Rule 5615(a)(2). 6. Independent Directors – Rule 5605(b)(1) I hereby certify that the Company’s board of directors is comprised of a majority of independent directors as required by Rule 5605(b)(1). For Initial Public Offerings (including Spin-offs) and Companies Emerging From Bankruptcy Only: Check here if the Company is utilizing the phase-in provisions pursuant to Rule 5615(b) for the Majority Independent Director requirement. If this box is checked, the certifications above will be effective as of the end of the phase-in period. For Controlled Companies Only: Check here if the Company is utilizing the “Controlled Company” exemption pursuant to Rule 5615(c) for purposes of the Majority Independent Directors requirement. In the event the Company ceases to be a Controlled Company, a new certification will be required.* For Foreign Private Issuers Only: Check here if the Company is following home country practices in lieu of this requirement and has provided NASDAQ with a written statement from an independent counsel in the Company’s home country certifying that the Company’s practices are not prohibited by the home country laws.* For Limited Partnerships Only: Check here if the Company is exempt from this requirement as a limited partnership. For Management Investment Companies Only: Check here if the Company is exempt from this requirement as a management investment company registered under the investment company Act of 1940. For Asset Backed or Other Passive Issuers Only: Check here if the Company is exempt from this requirement pursuant to Rule 5615(a)(1). For Cooperatives Only: Check here if the Company is exempt from this requirement pursuant to Rule 5615(a)(2). 7. Executive Sessions - Rule 5605(b)(2) I hereby certify that the Company will have regularly scheduled meetings at which only independent directors are present (“executive sessions”), as required by Rule 5605(b)(2). For Foreign Private Issuers Only: Check here if the Company is following home country practices in lieu of this requirement and has provided NASDAQ with a written statement from an independent counsel in the Company’s home country certifying that the Company’s practices are not prohibited by the home country laws.* For Limited Partnerships Only: Check here if the Company is exempt from this requirement as a limited partnership. For Management Investment Companies Only: Check here if the Company is exempt from this requirement as a management investment company registered under the investment company Act of 1940. For Asset Backed or Other Passive Issuers Only: Check here if the Company is exempt from this requirement pursuant to Rule 5615(a)(1). For Cooperatives Only: Check here if the Company is exempt from this requirement pursuant to Rule 5615(a)(2). 4 American LegalNet, Inc. www.FormsWorkFlow.com 8. Quorum – Rule 5620(c) I hereby certify that the Company’s by-laws provide for a quorum of at least 33 1/3 percent of the outstanding shares of the Company’s common voting stock, as required by Rule 5620(c). For Foreign Private Issuers Only: Check here if the Company is following home country practices in lieu of this requirement and has provided NASDAQ with a written statement from an independent counsel in the Company’s home country certifying that the Company’s practices are not prohibited by the home country laws.* 9. Code of Conduct – Rule 5610 I hereby certify that the Company has adopted one or more codes of conduct applicable to all directors, officers and employees, and that such codes are publicly available, as required by Rule 5610. For Foreign Private Issuers Only: Check here if the Company is following home country practices in lieu of this requirement and has provided NASDAQ with a written statement from an independent counsel in the Company’s home country certifying that the Company’s practices are not prohibited by the home country laws.* For Limited Partnerships Only: Check here if the Company is exempt from this requirement as a limited partnership. For Management Investment Companies Only: Check here if the Company is exempt from this requirement as a management investment company registered under the investment company Act of 1940. For Asset Backed or Other Passive Issuers Only: Check here if the Company is exempt from this requirement pursuant to Rule 5615(a)(1). 10. DRS Eligibility Requirement – Rule 5255 I hereby certify that the Company’s securities are eligible for a Direct Registration Program operated by a clearing agency registered under Section 17A of the Exchange Act, as required by Rule 5255. For Companies whose Securities are Book Entry Only: Check here if the Company is exempt from this requirement.* *Companies are required to disclose their reliance on certain exemptions under NASDAQ rules, Item 407 of SEC Regulation S-K and SEC Form 20-K. A duly authorized officer of the Company must sign this certification. Signature: Print Name: Title: Company Name: Date: Submit this Certification Form utilizing the NASDAQ OMX Listing Center’s upload function. If you have any questions, please contact Listing Qualifications at: +1 301 978 8008. ©February 2012, The NASDAQ OMX Group, Inc. trademarks of The NASDAQ OMX Group, Inc. All rights reserved. The NASDAQ Stock Market and NASDAQ are registered 5 American LegalNet, Inc. www.FormsWorkFlow.com