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Corporate Governance

RF Industries, LTD. Code of Business Conduct and Ethics

Adopted by the Board of Directors

Introduction

This Code of Business Conduct and Ethics (this Code) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of RF Industries, Ltd. and its subsidiaries (collectively, the Company). All of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by the Company’s agents and representatives, including consultants.

If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.

Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation which you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.

1.   Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

If requested, the Company will hold information and training sessions to promote compliance with laws, rules and regulations, including insider-trading laws.

2.   Conflicts of Interest

A conflict of interest exists when a person’s private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.

It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or the Company’s law firm (see, Section 14 below). Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section 14 of this Code.

3.   Insider Trading

Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to tip others who might make an investment decision on the basis of this information is not only unethical but also illegal. In order to assist with compliance with laws against insider trading, the Company has adopted a specific policy governing employees’ trading in securities of the Company. This policy has been distributed to every employee. If you have any questions, please consult the Company’s CFO.

4.   Corporate Opportunities

Employees, officers and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information, or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

5.   Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent unless it: (1) is not a cash gift; (2) is consistent with customary business practices; (3) is not excessive in value; (4) cannot be construed as a bribe or payoff; and (5) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts which you are not certain are appropriate.

6.   Discrimination and Harassment

The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

7.   Health and Safety

The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.

8.   Record-Keeping

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.

Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or your controller.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or off the books funds or assets should not be maintained unless permitted by applicable law or regulation.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation please consult the Company’s CFO.

9.   Confidentiality

Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is authorized by the CFO or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

10.   Protection and Proper Use of Company Assets

All employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.

The obligation of employees to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

11.   Payments to Government Personnel

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. The Company’s CFO can provide guidance to you in this area.

12.   Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code for executive officers or directors may be made only by the Board or a Board committee and will be promptly disclosed as required by law or stock exchange regulation.

13.   Compliance Procedures

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.

Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.

Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems.

Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor or where you do not feel comfortable approaching your supervisor with your question, discuss it locally with a more senior manager or your human resources manager.

You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.

Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.

14.   Reporting any Illegal or Unethical Behavior

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.

If you believe that a violation of the Code of Business Conduct and Ethics has occurred, please contact the CFO.

In addition to the above procedures for reporting unethical, dishonest or illegal behavior, the Audit Committee of the Board of Directors had designated the Company’s independent counsel to receive, retain and process complaints on auditing, accounting and internal control issues. Directors, officers and employees should promptly report such complaints in writing to: or email Audit Committee

Istvan Benko
Troy & Gould Professional Corporation
1801 Century Park East, 16th Floor
Los Angeles, CA 90067-2367

All complaints with respect to questionable accounting and auditing matters may be made anonymously and will be confidential.

RF Industries, LTD. Code of Ethics for CEO, CFO and Senior Financial Officers

Adopted by the Board of Directors

The Company has a Code of Business Conduct and Ethics applicable to all directors and employees of the Company. The CEO and all senior financial officers, including the CFO and principal accounting officer, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Business Conduct and Ethics, the CEO and senior financial officers are subject to the following additional specific policies in this Code:

1.   The CEO and all senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with the SEC. Accordingly, it is the responsibility of the CEO and each senior financial officer promptly to bring to the attention of those responsible for drafting and preparing such disclosures any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise assist those responsible for drafting and preparing such disclosures in fulfilling their responsibilities.

2.   The senior financial officers have a special responsibility for promoting integrity throughout the organization, with responsibilities to stakeholders both inside and outside of the Company. The CEO and senior financial officers have a special role both to adhere to these principles themselves and also to ensure that a culture exists throughout the company as a whole that ensures the fair and timely reporting of the Company financial results and condition.

Because of this special role, the CEO is bound by this Code, and by accepting this Code of Ethics, each agrees that he or she will:

Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.

Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, government agencies and in other public communications.

Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.

Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated.

Respect the confidentiality of information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of one’s work will not be used for personal advantage.

Share knowledge and maintain skills important and relevant to stakeholder’s needs.

Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and the community.

Achieve responsible use of and control over all assets and resources employed or entrusted.

Promptly report to the CEO and/or the Audit Committee any conduct that the individual believes to be a violation of law or business ethics or of any provision of the Code of Business Conduct and Ethics and this Code, including any transaction or relationship that reasonably could be expected to give rise to such a conflict.

3.   The CEO and each senior financial officer shall promptly bring to the attention of those drafting and preparing the disclosures and the Audit Committee any information he or she may have concerning: (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

4.   The CEO and each senior financial officer shall promptly bring to the attention of the CFO or the CEO and to the Audit Committee any information he or she may have concerning any violation of the Company’s Code of Business Conduct and Ethics and this Code, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

5.   The CEO and each senior financial officer shall promptly bring to the attention of the CFO or the CEO and to the Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Business Conduct and Ethics or this Code.

6.   The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics or of this Code by the CEO and the Company’s senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and this Code and to these additional procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.

If you believe that a violation of the Code of Business Conduct and Ethics or this Code has occurred, please contact the CFO. Actions prohibited by this Code involving directors or executive officers must be reported to the Audit Committee of our Board of Directors. After receiving a report of an alleged prohibited action, the Audit Committee is required to promptly take all appropriate actions necessary to investigate.

In addition to the above procedures for reporting unethical, dishonest or illegal behavior, the Audit Committee of the Board of Directors had designated the Company’s independent counsel to receive, retain and process complaints on auditing, accounting and internal control issues. Directors, officers and employees should promptly report such complaints in writing to: or email Audit Committee

Istvan Benko
TroyGould PC
1801 Century Park East, 16th Floor
Los Angeles, CA 90067-2367

All complaints with respect to questionable accounting and auditing matters may be made anonymously and will be confidential.

RF Industries, LTD. Compensation Committee Charter

1  Purpose/Term
The primary function of the Compensation Committee (the Committee) of the Board of Directors (the Board) of RF Industries, Ltd., a Nevada corporation (the Company), is to exercise the responsibilities and duties set forth below. The Committee shall not be terminated prior to the annual meeting of the stockholders to be held in 2013, nor shall this charter be amended unless such termination or amendment is unanimously approved by all directors on the Board.

2  Membership

A.  Membership on the Committee shall be limited to, and consist solely of, directors on the Board who are non-employee directors within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (Non-Employee Directors). The size of the Committee shall be equal to the number of Non-Employee Directors on the Board, provided that the Committee shall consist of at least two directors, one of whom shall be designated by the Board to serve as the Chairperson of the Committee. Each Non-Employee Director may serve on the Committee, whether or not appointed to the Committee by the Board.

B.  If the Company’s securities are listed on a national securities exchange or the NASDAQ Stock Market, composition of the Committee, and the members of the Committee, must comply with applicable requirements of the exchange or NASDAQ Stock Market.

3  Meetings

A.  The Committee shall meet as often as it determines is necessary or appropriate, but no less frequently than annually. Any member of the Committee may call a meeting.

B.  The Chairperson (or in his or her absence, a member designated by the members attending the meeting) shall preside at each meeting of the Committee and set the agendas for Committee meetings.

C.  A majority of the total number of members of the Committee will constitute a quorum at any Committee meeting.

D.  The provisions of the Company’s Bylaws that govern the conduct of Board committees shall govern the Committee. The Committee may adopt other procedural rules that are not inconsistent with the Bylaws. The Committee may meet in person or by telephone and shall have the authority to act by unanimous written consent.

E.  The Committee may, at its discretion, permit non-member directors, officers of the Company and any other persons to be present at its meetings.

F.  The Committee shall maintain written minutes of its meetings, which minutes shall be filed with the minutes of the meetings of the Board. The Chairperson of the Committee shall provide to the Board such reports on the activities of the Committee as the Board may from time to time request.

4  Duties
The duties of the Committee shall be limited to making recommendations to the Board regarding:

A.  The compensation payable to the Company’s principal executive officers, including all employees whose salaries are publicly disclosed in the Company’s reports filed with the Securities and Exchange Commission. The Committee shall not be involved with setting the compensation of middle management and lower level employees of the Company.

B.  The Company’s bonus and incentive programs for the Company as a whole.

C.  If so authorized by the Board, the Committee also may be authorized to interpret the Company’s stock option plans, to prescribe, amend and rescind rules and regulations relating to those plans, to determine the term and provisions of the respective option agreements, and to make all other determinations deemed necessary or advisable for the administration of the plans.

5  Advisors and Funding
The Committee shall have the authority to retain independent legal counsel, independent accountants and other advisors as it deems necessary and appropriate to carry out its duties hereunder. The Company shall provide appropriate funding, as determined by the Committee and approved by the Board, for (i) the advisors referred to in the immediately preceding sentence employed by the Committee, and (ii) payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

RF Industries, LTD. Audit Committee Charter

Purpose
The Audit Committee is appointed by the Board of Directors for the primary purposes of:

1.  performing the Board of Directors oversight responsibilities as they related to the Company’s accounting, auditing and reporting practices, including internal audit and control functions.

2.  maintaining, through regularly scheduled meetings, a line of communication between non-committee directors, the independent accountants and the Company’s management.

3.  monitoring and reviewing transactions between (a) the Company and (b) its employees, officers and members of the Board of Directors, or any affiliates of the foregoing.

Composition and Qualifications
The Audit Committee shall be appointed by the Board of Directors and shall be comprised of three or more Directors (as determined from time to time by the Board of Directors), each of whom shall meet the independence and other qualification requirements of the Sarbanes-Oxley Act of 2002 (the Act), the NASDAQ Stock Market, Inc., rules of the Securities and Exchange Commission (SEC) and all other applicable law. Each member of the Audit Committee shall be financially literate and, at least one member of the Audit Committee shall have 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, as each such qualification is interpreted by the Board of Directors in its business judgment.

Powers and Duties
The Audit Committee will:

1.  Review with management and the independent auditors, upon completion of their audit, financial results for the year, as reported in the Company’s financial statements, supplemental disclosures to the SEC or other disclosures.

2.  Review the Company’s balance sheet, profit and loss statement and statements of cash flows and stockholders’ equity for each interim period in advance of filing with the SEC with management and the independent accountants, and any changes in accounting policy that have occurred during the interim period.

3.  Oversee the external audit coverage. The Company's independent accountants are accountable to the Audit Committee, which has direct responsibility for the appointment, compensation, retention and oversight of the work of any independent accountant engaged by the Company for the purpose of preparing or issuing an audit report or performing other audit, review or attest services, or otherwise. In connection with its oversight of the external audit coverage, the Audit Committee will:

Have the sole authority to approve the engagement, scope, planning, staffing and the fees to be paid to the independent accountants.

Pre-approve all non-audit services to be performed by the independent auditors and the related fees for such services (subject to the inadvertent de minimus exceptions set forth in the Act).

Obtain confirmation and assurance as to the independent accountants independence, including ensuring that they submit on a periodic basis (not less than annually) to the Audit Committee a formal written statement delineating all relationships between the independent accountants and the Company.

Review and evaluate the performance of the independent accountants.

Assure regular rotation of the lead audit partner, as required by the Act.

At its discretion, retain outside counsel, consultants or other advisors.

4.  Oversee internal audit coverage, if applicable. In connection with its oversight responsibilities, the Audit Committee shall, to the extent the Committee deems appropriate: (i) review, in consultation with management, the independent accountants and the senior internal auditing executive, the plan and scope of internal audit activities and (ii) review reports to management prepared by the internal auditing department and management's responses to such reports.

5.  Have familiarity, through the individual efforts of its members, with the accounting and reporting principles and practices applied by the Company in preparing its financial statements including without limitation the policies for recognition of revenues in financial statements.

6.  Evaluate the cooperation received by the independent auditors during their audit examination, including their access to all requested records, data and information, and elicit the comments of management regarding the responsiveness of the independent auditors to the Company’s needs.

7.  Consult with the independent auditors and discuss with Company management the scope, adequacy and quality of internal accounting and financial reporting controls in effect, and any significant findings and recommendations with respect to such controls.

8.  Meet periodically with management to review and assess the Company’s major financial risk exposures and the manner in which such risks are being monitored and controlled.

9.  Investigate, review and report to the full Board of Directors the propriety and ethical implications of any transactions, as reported or disclosed to the Committee by the independent auditors, employees, officers, members of the Board of Directors or otherwise, between (a) the Company and (b) any employee, officer or member of the Board of Directors of the Company, or any affiliates of the foregoing.

10.  Establish procedures for (a)receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (b)the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

11.  Review periodically with the Company's General Counsel (i)legal and regulatory matters which may have a material effect on the financial statements, and (ii) corporate compliance policies or codes of conduct.

12.  As appropriate, obtain advice and assistance from outside legal, accounting or other advisors.

13.  Meet periodically in separate executive session with each of the chief financial officer, the senior internal auditing executive, if applicable, and the independent accountants.

14.  Report regularly to the Board of Directors with respect to Audit Committee activities.

15.  Evaluate any request for a waiver of the application of the Company'sCode of Ethics by any of the Company's directors or senior executives and reporting its findings and recommendations to the full Board.

16.  Perform such other functions and have such power as may be necessary or convenient in the efficient and lawful discharge of the foregoing.

Procedures

1.  Action
A majority of the members of the entire Audit Committee shall constitute a quorum. The Audit Committee shall act on the affirmative vote a majority of members present at a meeting at which a quorum is present. Without a meeting, the Audit Committee may act by unanimous written consent of all members. However, the Audit Committee may delegate to one or more of its members the authority to grant pre-approvals of non-audit services, provided the decision is reported to the full Audit Committee at its next scheduled meeting.

2.  Fees
The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation: (a)to the independent accountants engaged by the Company for the purpose of preparing or issuing an audit report or performing other audit, review or attest services; (b)to outside legal, accounting or other advisors employed by the Audit Committee; and (c)for ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

3.  Appointment of Chairman
The Board shall elect the members of the Audit Committee at its first meeting following the annual meeting of stockholders. Unless the Board elects a Chairman, the members of the Audit Committee shall designate a Chairman by majority vote of the full Committee membership.

3.  Limitations
While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent accountants.

Ratification of the Establishment of Audit Committee

Whereas, it is deemed to be in the best interests of the Company and its shareholders to ratify the establishment of the Audit Committee, made up of independent members of the Board of Directors, in order to assist, evaluate and make recommendations regarding who will serve as the Company’s independent public accountants, and to monitor the propriety and ethical implications of certain transactions between the Company and its employees, officers and members of the Board of Directors,

Resolved, that the establishment of the Audit Committee of this Board of Directors be, and it hereby is, ratified, with the members as designated by the Board of Directors;

Resolved Further, that the purposes, objectives and authority of the Audit Committee shall be as set forth in the charter attached hereto as Exhibit A. to (1) study, review and evaluate the Company’s accounting, auditing and reporting practices, including internal audit and control functions, and to serve as a focal point for communication between noncommittee directors, the independent accountants and the Company’s management and (2) monitor transactions between (a) the Company and (b) its employees, officers and members of the Board of Directors, or any affiliates of the foregoing;

Resolved Further, that the Audit Committee is to meet at least three (3) times per year, and as many additional times as the Committee deems appropriate; and

Resolved Further, that minutes of each meeting are to be prepared and sent to committee members, members of the Board of Director who are not members of the Audit Committee and the Secretary of the Company

Email Audit Committee

RF Industries, LTD. Nominating and Governance Committee Charter

Ⅰ  Purpose

The Nominating and Governance Committee (the Committee) of the Board of Directors (the Board) of RF Industries, Ltd., a Nevada corporation (the Company), is established by the Board to be primarily responsible for identifying individuals qualified to serve as members of the Board and recommending to the Board director nominees (i) prior to each annual meeting of stockholders of the Company, or (ii) at such other time as the Board seeks to fill vacancies or otherwise appoint new directors.

The Committee also shall take a leadership role in shaping and implementing corporate governance policies and practices and ethical standards for the Company. After the adoption of such policies, practices and standards, the Committee shall be primarily responsible for monitoring compliance with the same.

Ⅱ  Membership

Membership on the Committee shall be limited to, and consist solely of, directors on the Board who are non-employee directors within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (Non-Employee Directors). The size of the Committee shall be equal to the number of Non-Employee Directors on the Board, provided that the Committee shall consist of at least two directors, one of whom shall be designated by the Board to serve as the Chairperson of the Committee. Each Non-Employee Director may serve on the Committee, whether or not appointed to the Committee by the Board.

Ⅲ  Meetings

The Committee shall meet at least once annually and more frequently as circumstances dictate. A meeting may be called by the Chairman at any time and shall be called by the Chairman at the request of any member of the Committee. The Committee may meet in person or by telephone and shall have the authority to act by unanimous written consent. Minutes shall be taken of each meeting of the Committee and lodged in the Company’s Minutes Book.

Ⅳ  Authority and Responsibilities of the Committee

In accordance with the Committee’s purpose, it shall:

1.  Review the appropriateness of the size and composition of the Board, giving due consideration to such factors as the business experience and expertise of each Board member, and make recommendations to the Board.

2.  Assist the Board in identifying qualified individuals to be recruited for service on the Board, and to make recommendations to the Board regarding such nominees -2-for the Board’s approval. The Committee has the authority, in connection with the identification of qualified director candidates, to retain and terminate any search firm for such purpose (including the authority to approve any such firm’s fees and other retention terms).

3.  In making its nominations, the Committee shall consider, among other things, an individual’s business experience, industry experience, financial background, breadth of knowledge about issues affecting the Company, time available for meetings and consultation regarding company matters and other particular skills and experience possessed by the individual. In addition to the foregoing factors, the Committee shall consider the number of shares of common stock of the Company owned by a candidate (and the value of such shares). The Committee shall disfavor the re-nomination of any current director who owns shares of common stock of the Company having a market value (based on the closing price of the Common Stock as of the date of the last annual meeting of stockholders) of less than $35,000; provided, however, that the failure of a director to own $35,000 of common stock of the Company shall not be grounds for disqualification, but shall merely be considered by the Committee as a significant factor in evaluating the overall qualifications of any director nominee. Therefore, directors may continue to be nominated, and may continue to serve on the Board even if they do not own the suggested amount of shares.

4.  Recommend to the Board the formation of committees deemed necessary, the structure and responsibilities of each and the directors to serve as Chair and members of each such committee.

5.  Creating and recommending to our Board a policy regarding the consideration of director candidates recommended by stockholders and procedures for stockholders’ submission of nominees of director candidates.

6.  Reviewing and recommending the director compensation for non-employee directors and making recommendations to our Board for its approval.

7.  Recommend to the Board the slate of nominees for election at the Company’s annual meeting of stockholders and qualified individuals to fill vacancies, if any, which occur between annual meetings.

8.  Review and assess on a continuing basis the Company’s corporate governance policies and practices and ethical standards and recommend changes to the Board as necessary.

9.  Review and assess on a continuing basis the Company’s business practices.

10.  Review adherence by directors and senior officers to the Company’s Code of Business Conduct and Ethics specifically applicable to such individuals.

11.  Review annually the Committee's performance and report results to the Board.

12.  Assess on a continuing basis the adequacy of the Committee's charter and recommend changes to the Board as necessary.

13.  Retain counsel, consultants and other experts as required to assist the Committee.

14.  Perform any other duties delegated to the Committee by the Board of Directors.