Effective January 27, 2014


The purpose of the Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of Breitling Energy Corporation (the “Company”) is to, among other actions, (1) carry out the responsibilities delegated by the Board relating to the Company’s director nominations process and procedures, (2) develop and maintain the Company’s corporate governance policies and (3) carry out any related matters required by federal securities laws, rules or regulations, or by rules or regulations of the NYSE MKT LLC (the “NYSE MKT”).


The Committee shall consist of three or more directors as determined by the Board, each of whom shall be free from any relationship that in the opinion of the Board would interfere with the exercise of independent judgment as a member of the Committee. Each member of the Committee shall also meet the independence requirements of the NYSE MKT.

The members of the Committee shall be appointed by the Board for a one-year term and may be appointed for successive terms. Each member shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation, death or removal. The Board may remove any member from the Committee at any time. One member of the Committee will be appointed by the Board as the Chairman of the Committee (the “Chairman”) and will be responsible for the scheduling of regular and special meetings and the functioning of the Committee.

Unless otherwise provided in the Articles of Incorporation or Bylaws of the Company or the resolutions of the Board designating the Committee, the Committee may create one or more subcommittees, each subcommittee to consist of one or more members of the Committee, and delegate to such subcommittee any or all of the powers and authority of the Committee.


The Committee shall meet as often as necessary, but at least once annually, to carry out its responsibilities. Meetings may be in person, by telephone or videoconference as needed to conduct the business of the Committee. For the transaction of any business at any meeting of the Committee or a subcommittee, a majority of the members shall constitute a quorum. The Committee or subcommittee shall take action by the affirmative vote of a majority of the members present at a duly held meeting. The Committee or subcommittee may also take action by unanimous written consent to the fullest extent permitted by the Nevada Revised Statutes. The Committee and any subcommittee shall cause to be kept minutes of all proceedings. The Chairman shall report on any Committee or subcommittee meetings held at the next regularly scheduled Board meeting following such meeting.


The Committee shall have the duties and responsibilities set forth below:

  • Review at least annually the Company’s policies and practices relating to corporate governance and, when necessary or appropriate, recommend any proposed changes to the Board for approval;
  • Provide oversight of a process by each committee of the Board to review at least annually the applicable charter of such committee and, when necessary or appropriate, recommend changes in such charters to the Board for approval;
  • Develop a process, subject to approval by the Board, for an annual evaluation of the Board and its committees and oversee the conduct of this annual evaluation;
  • Assist the Board in evaluating and determining director independence under applicable laws, rules and regulations, including the rules and regulations of the NYSE MKT;
  • Along with the independent directors of the Board, develop and maintain policies and principles with respect to the search for and evaluation of potential successors to the Chief Executive Officer, and maintain a succession plan in accordance with such policies;
  • Develop and maintain policies and procedures with respect to the evaluation of the performance of the Chief Executive Officer;
  • Review periodically the size of the Board and the number and responsibilities of the committees of the Board to ensure continued effectiveness;
  • Identify, recruit, interview and evaluate individuals qualified to serve on the Board in accordance with the Company’s Director Nomination Policy and Procedures, attached as Exhibit A;
  • Recommend that the Board select and approve director nominees to be considered for election at the Company’s annual meeting of stockholders or to be appointed by the Board to fill an existing or newly created vacancy on the Board;
  • Identify, at least annually, qualified members of the Board to serve on each Board committee and to serve as chairman thereof and recommend each such member and chairman to the Board for approval; and
  • Review, at least annually, director compensation for service on the Board and Board committees, including committee chairmen compensation, and recommend any changes to the Board.



Director Nomination Policy and Procedures
Effective January 27, 2014

Sources of Nominations

Breitling Energy Corporation (the “Company”) may consider suggestions for potential director nominees to the Board of Directors (the “Board”) from any source, including current members of the Board, the Company’s management, advisors to the Company and stockholders of the Company.

Nominee Qualifications

Qualifications for consideration as a nominee of the Board may vary according to the particular areas of expertise being sought as a complement to the composition of the existing Board. However, minimum criteria for selection of members to serve on the Board include the following:

  • the highest ethical standards and integrity;
  • high level of education and/or business experience;
  • broad-based business acumen;
  • understanding of the Company’s business and industry;
  • strategic thinking and willingness to share ideas;
  • loyalty and commitment to driving the success of the Company;
  • network of business and industry contacts; and
  • diversity of experiences, expertise and backgrounds among members of the Board.

Stockholder Nomination Process

A stockholder of the Company who is entitled to vote at a meeting of stockholders called for the election of directors may nominate candidates for election to the Board of Directors. Nominations made by a stockholder must be made by giving notice in writing to the Secretary of the Company before the later to occur of (i) 60 days prior to the date of the meeting of stockholders called for the election of directors or (ii) 10 days after the Board of Directors makes public disclosure of the date of such meeting. In no event will the public disclosure of an adjournment of an annual meeting of stockholders commence a new time period for the giving of a stockholder’s notice as described above. A stockholder’s notice must set forth the following information as to each person whom the stockholder proposes to nominate for election or re-election as a director: (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of capital stock of the Company that are then beneficially owned by such person, (iv) any other information relating to such person that is required by law or regulation to be disclosed in solicitations of proxies for the election of directors of the Company and (v) such person’s written consent to being named as a nominee for election as a director and to serve as a director, if elected. A stockholder’s notice must also set forth the following information as to the stockholder giving the notice: (i) the stockholder’s name and address as they appear in the stock records of the Company, (ii) the class and number of shares of capital stock of the Company that are then beneficially owned by the stockholder, (iii) a description of all arrangements or understandings between the stockholder and each nominee for election as a director and any other person or persons (naming such person or persons), relating to the stockholder’s nomination and (iv) any other information required by law or regulation to be provided by a stockholder intending to nominate a person for election as a director of the Company.

Nominee Selection Process

The Governance and Nominating Committee shall evaluate potential nominees by reviewing their qualifications, reviewing results of personal and reference interviews and reviewing such other information as may be deemed relevant. Director nominees shall be recommended to the Board by the Governance and Nominating Committee. The full Board shall select and recommend candidates for nomination as directors for stockholders to consider and vote upon at the annual stockholders’ meeting.

The Governance and Nominating Committee shall review and consider any candidates submitted by a stockholder or stockholder group in the same manner as all other candidates.