Exhibit 99.2

CHARTER OF THE COMPENSATION COMMITTEE

OF THE BOARD OF DIRECTORS

Purpose

The purpose of the Committee shall be to: (i) assist the Board in discharging its responsibilities relating to compensation of the Company’s non-employee directors, CEO and other “executive officers” (as designated for purposes of Section 16 of the Exchange Act); (ii) review and evaluate the Company’s overall executive compensation philosophy; (iii) administer the Company’s incentive compensation and equity-based plans and oversee the Company’s other compensation and benefits programs; (iv) prepare the compensation committee report on executive compensation required by the SEC for inclusion in the Company’s annual proxy statement or annual report on Form 10-K, as applicable; and (v) assist the Board in its oversight of the Company’s human capital management policies and strategies.

A. Composition and Meetings

The Committee’s Chairperson and members shall be appointed by the Board, on the recommendation of the NCGC, in accordance with the Company’s Bylaws and any applicable agreement to which the Company is a party regarding the nomination of directors. Members of the Committee shall serve at the discretion of the Board for such term or terms as the Board may determine or until their earlier resignation, removal, disability or death. The Board may remove any member from the Committee at any time with or without cause in accordance with the Company’s Bylaws and any applicable agreement to which the Company is a party regarding the nomination of directors.

A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the Committee may act at a meeting only upon approval of a majority of its members constituting a quorum. Absent a meeting, the Committee may act in writing by the unanimous consent of its members. The conduct of the Committee’s meetings shall otherwise be governed by the same rules regarding meetings, actions without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

B. Resources and Authority

The Committee shall be authorized to access such Company books, records, facilities and personnel and external resources as the Committee deems necessary or appropriate, in its sole discretion, to assist with the fulfillment of its defined responsibilities, including to select, retain, and obtain the advice of a compensation consultant, legal counsel or other professional advisors. However, the Committee shall not be required to implement or act consistently with the advice or recommendations of any Advisor, and the authority granted in this Charter shall not affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties under this Charter.

The Committee shall have sole authority to approve fees, costs and other terms of engagement of any Advisor it retains and shall receive appropriate funding from the Company for the payment of such fees and costs, as well as the ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its responsibilities.

Before selecting or receiving advice from an Advisor (other than in-house legal counsel), the Committee shall conduct an independence assessment considering the factors specified in the rules of The Nasdaq Capital Market. The Committee shall also evaluate whether any Advisor proposed to be retained has any conflict of interest. The Committee may select, or receive advice from, any compensation consultant or other Advisor it prefers, including ones that are not independent, after considering the specified factors. The Committee is not required to assess the independence of any Advisor that acts in a role limited to consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of the Company’s executive officers or directors and that is available generally to all salaried employees and/or providing information that either is not customized for a particular issuer or that is customized based on parameters that are not developed by the Advisor, and about which the Advisor does not provide advice.

To the extent not inconsistent with applicable law and The Nasdaq Capital Market rules, the Committee may form and delegate authority to one or more subcommittees as it deems appropriate in its sole discretion, so long as such subcommittee is solely comprised of one or more members of the Committee; provided, however, that when necessary to satisfy the requirements of Section 16b-3 of the Exchange Act, any such subcommittee must be comprised solely of at least two members who qualify as non-employee directors (as defined therein).

The operation of the Committee shall be subject to the FBCA and the Company’s Bylaws, as in effect from time to time. The approval of this Charter by the Board shall be construed as a delegation of authority to the Committee with respect to the responsibilities set forth herein, unless the Board specifically limits such authority.

C. Responsibilities

Subject to the Company’s Bylaws, the Committee will have the full power and authority to carry out the following activities:

Definitions