I. Introduction

These Corporate Governance Guidelines (the "Guidelines") have been developed by the Board of Directors (the "Board") of The Tracking Corporation (the "Company") to ensure that the Board has the necessary authority and practices in place to review and evaluate the Company’s management and business operations as needed, to make decisions that are independent of the Company’s management where appropriate, and to otherwise assist the Board in fulfilling its responsibilities to the Company's shareholders (the "Shareholders"). These Guidelines are also intended to align the interests of the members of the Board (the "Directors") and management of the Company ("Management") with the interests of the Shareholders. These Guidelines are subject to future refinement or changes as the Board may find necessary or advisable for the Company in order to achieve these objectives.

II. Role of the Board

The Board is responsible for overseeing and monitoring Management in the interest and for the benefit of the Shareholders. To fulfill its role, the Board or a committee of the Board shall perform the following primary functions:

• oversee the conduct of the Company's business to evaluate whether the business is being properly managed;
• review and, where appropriate, approve the Company's major financial objectives, plans and actions;
• review and, where appropriate, approve major changes in, and determinations of other major issues respecting the appropriate auditing and accounting principles and practices to be used in the preparation of the Company's financial statements;
• assess major risk factors relating to the Company and its performance, and review measures to address and mitigate such risks;
• evaluate regularly the performance and approve the compensation of the officer or officers acting as the Company's chief executive officer or officers (the "CEO") and, with the advice of the CEO, evaluate regularly the performance of the Company's other members of Management; and
• plan for succession of the CEO and monitor management's succession planning for other members of Management.

In discharging their obligations, members of the Board are entitled to rely reasonably on the honesty and integrity of their fellow Directors, Management and the Company's other officers, employees, independent auditors and outside advisors.

The members of the Board are entitled to: (1) the benefits of indemnification to the fullest extent permitted by law under the Company's Articles of Incorporation and by-laws, as amended from time to time (collectively, the "Charter Documents") and any indemnification agreements; and (2) exculpation as provided by law and the Charter Documents.

The Board may discharge its responsibilities either directly or by delegating them to its committees, except that the Board may not delegate to any committee any responsibilities which it may not otherwise delegate under applicable law or the Charter Documents. The Board and each Board committee have the full power and authority to hire, at the expense of the Company, independent financial, accounting, legal or other advisors, as necessary to fulfill their duties, without consulting or obtaining the approval of Management.

The Board shall promote policies within the Company that encourage a corporate culture of openness, honesty, fairness and accountability. These Guidelines shall apply to the full Board and relationships among and between each of its members, Management, the Company's other officers and employees, and the Shareholders.

The Board recognizes that the actual management of the business and affairs of the Company are conducted by the CEO and other members of Management under the CEO's supervision and that, in performing these management functions, the CEO and other members of Management are obliged to act in a manner that is consistent with the oversight functions and powers of the Board and the standards of the Company and to execute any specific plans, instructions or directions of the Board.

III. Board Composition and Selection; Independent Directors

Board Size

The Board determines the appropriate size of the Board within the requirements of the Charter Documents. The Board currently believes that three to five members is an appropriate size based upon the Company's present circumstances. The Board shall periodically evaluate whether a larger or smaller slate of Directors would be preferable.

Director Selection Process

Board members will be elected annually by the Shareholders, except as noted below with respect to vacancies and contractual obligations. Each year prior to the Company’s annual meeting of the Shareholders, the full Board by a majority vote shall recommend a slate of Directors for election by the Shareholders at that meeting. The Board’s recommendations will be based on its determination (using advice and information supplied by the Nominations Committee) as to the suitability of each individual, and the slate as a whole, to serve as Directors, after taking into account the membership criteria discussed below.

The Board shall fill any vacancies in existing or new Director positions in accordance with the terms of the Charter Documents. Any Directors appointed by the Board shall serve only until the next election of Directors unless elected by the Shareholders to a further term at that time. In the event the Company is legally required by contract or otherwise to provide third parties with the ability to nominate and/or appoint Directors, the selection and nomination of each such Director shall not be subject to the process discussed above.

Board Membership Criteria

The Nominations Committee shall work with the Board on an annual basis to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members. The Nominations Committee and the Board will evaluate each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment, using its diversity of experience.
In evaluating the suitability of individual Board members, the Nominations Committee and the Board shall consider, among other factors, the individual's: (1) personal and professional integrity; (2) business judgment; (3) general understanding of marketing, finance and other disciplines relevant to the success of a development-stage publicly-traded company in today’s business environment; (4) general understanding of the Company's business on a technical level; (5) educational and professional background, (6) overall ability to effectively work with the other members of the Board to collectively serve the long-term interests of the Shareholders; and (7) commitment and ability to devote sufficient time and energy to diligently his or her duties. In determining whether to recommend a Director for re-election, the Nominations Committee and the Board shall consider the Director’s past attendance at meetings and participation in and contributions to the activities of the Board.

Board Composition - Mix of Management and Independent Directors

The Board believes that, except during periods of temporary vacancies, there should exist a mix of Management and Independent Directors. Each Director has an affirmative obligation to inform the Board of any material changes in his or her circumstances or relationships that may impact his or her designation by the Board as an Independent Director.


Waiver of Independence Requirements and other Qualifications

It is recognized that the Company's ability to identify and engage Directors with the requisite independence and other qualifications to serve on the Board (or on any committee of the Board with more stringent independence qualifications, including the Audit Committee and Compensation, Conflicts And Business Ethics Committee as more particularly described below in these Guidelines), may be limited if not impossible due to the Company's limited business operations, prospects and financial and human resources to date; limited ability to compensate Directors for their time and efforts and the legal risks entailed by serving on the Board; and overall inability due to these and other factors to procure Director's and officer's insurance in any minimum amount or at all on financial and other terms acceptable to the Board. Accordingly, it is understood that while the Board and the Nominations Committee shall use reasonable efforts based upon their business judgment and available resources to identify and engage qualified individuals to serve on the Board and its committees, the Company and the Directors shall be under no liability should they be unable to do so.

Term Limits

The Board believes that Directors who have served on the Board for an extended period of time are able to provide valuable insight into the operations and future of the Company based on their experience with and understanding of the Company’s history, policies and objectives. Accordingly, the Board does not believe it should limit the number of terms for which an individual may serve as a Director. The Board believes that, as an alternative to term limits, it can ensure that the Board continues to evolve and adopt new viewpoints through the evaluation and nomination process described in these Guidelines.

Resignation from the Board

A Director should tender a resignation in the event there is a substantial conflict of interest between the Director and the Company or the Board and such conflict cannot be resolved to the satisfaction of the Board.

Retirement Policy

The Board does not believe it should establish any age limit for serving on the Board so long as the Director is physically and mentally capable of fully performing his or her duties as a Director.

Members on other Boards

The Board does not believe that its members should be prohibited from serving on boards and/or committees of other companies or organizations, and the Board has not adopted any guidelines limiting such activities. The Nominations Committee and the Board will nevertheless take into account the nature of and time involved in a Director’s service on other boards or committees in evaluating the suitability of that individual Director and making its recommendations to the Shareholders. Service on boards and/or committees of other companies and organizations should be consistent with the Company’s conflict of interest policies. A Director should advise the Chairman of the Board (the "Chairman") and the chairman of the Nominations Committee in advance of accepting an invitation to serve on another public company board.

VI. Composition of Board Committees and Appointment of Committee Members

Required Committees

The Board shall at all times maintain a Nominations Committee, an Audit Committee, and a Compensation, Conflicts And Business Ethics Committee, with the membership qualifications and duties described later in these Guidelines. The Board may also, from time to time, establish or maintain additional committees of the Board, including an Executive Committee. If an Executive Committee is established, it will have the powers and authority as specified in the Charter Documents.

Member Selection Process

The members of the Nominations Committee shall be selected by the full Board by majority vote. The Nominations Committee shall make a recommendation to the full Board relative to the appointment of the members of the Audit Committee and the Compensation, Conflicts And Business Ethics Committee, which recommendations shall be subject to approval by a majority of the full Board. Appointments to any other committees shall be determined by a process approved by the full Board by a majority vote.

Temporary Members

Temporary members may be appointed to any committee whenever necessary for the committee to act, including instances where the full membership of the committee is unable or unqualified to act.