BANTEC, INC. GOVERNANCE COMMITTEE CHARTER

PURPOSE

The Governance Committee (the “Committee”) will assist the Board of Directors (the “Board”) of Bantec, Inc. (the “Company”) to fulfill its responsibilities regarding matters that relate to governing the Company and in identifying and making recommendations for candidates to become members of the Board.

KEY RESPONSIBILITIES

The Governance Committee shall perform all duties as requested or required by the Board. The Governance Committee will specifically be responsible for the following duties and responsibilities:

●    Advise the Board regarding operational strategies including relevant amendments to the Company’s Bylaws to strengthen the Company and empower the Board in meeting its obligations related to good governance principles and abiding by the Company’s mission.

●    Advise the Board about strategies that strive to increase individual Board Director effectiveness and their abilities to work collaboratively with their peers.

●    Devise and make recommendations for policies on issues related to Board service.

●    Devise and make recommendations for policies that reflect best practices for overall good governance.

●    Develop a conflict of interest policy and recommend it to the Board.

●    Lead and facilitate periodic board self-assessments to ensure superior Board performance and overall trust in effectiveness.

●    Evaluate the Board’s current composition and identify the current and future needs of the Company to ensure that the Board has the necessary diversity, perspectives, experience, skills, maturity and judgment to effectively pursue their duties in planning and oversight.

●    Review the Board’s individual Board members at the end of each of their Board terms as part of the re-election process to ensure that they continue to have the appropriate skills and engagement level to continue serving on the Board.

●    Make recommendations to the Board about the criteria and qualifications that they deem appropriate for election as Board members.

●    Recruit, identify and interview candidates for potential Board membership that meet the identified criteria for election to the Board.

●    Make nominations to the Board for qualified individuals to serve on the Board.

●    Make recommendations to the Board to serve as Committee Chair and Committee Members.

●    Develop and conduct an orientation process for newly appointed members of the Board and provide ongoing Board training and development.

BOARD OF DIRECTOR COMPOSITION AND TERM LIMITS

The Governance Committee shall be composed of at least two and not more than five members of the Board Directors. They will be recommended by the Chairman of the Board, approved by the Governance Committee and appointed by a majority vote of the Board in accordance with the Bylaws. The Chairman of the Board will designate a Committee Member to serve as Committee Chair. This is a standing committee with no term limits. Committee Members may be dismissed at the discretion of the Chairman of the Board.

MEETINGS

The Governance Committee will meet at least quarterly and hold additional meetings as needed to fulfill its responsibilities as described in this Committee Charter and as called by the Governance Committee Chair.

AUTHORIZATION AND LIMITATIONS OF POWER

The Governance Committee is established by the Bylaws and has no power or authority to act on behalf of the full Board. The Governance Committee will abide by the provisions in the Bylaws that pertain to the meetings and actions of the Board.