NUVILEX, INC. AUDIT COMMITTEE CHARTER This Audit Committee Charter (" Charter ") was adopted by the Board of Directors (" Board ") of Nuvilex, Inc. (" Company ") on

AUDIT COMMITTEE CHARTER

This Audit Committee Charter

("Charter") was adopted by the Board of Directors ("Board") of Nuvilex, Inc. ("Company")

on September 19, 2014.

The Audit Committee of the Board ("Audit

Committee") is established to oversee the accounting and financial reporting processes of the Company and the audits

of its financial statements and to assist the Board in monitoring: (i) the integrity of the Company's financial statements;

(ii) the qualifications and independence of the Company's independent auditors; (iii) the performance of the Company's

internal audit function and independent auditors; and (iv) the compliance by the Company with legal and regulatory requirements.

The Audit Committee shall prepare the Audit

Committee report required by the rules of the United States Securities and Exchange Commission ("SEC") to be

included in the Company's annual proxy statement.

The Audit Committee shall exercise its

business judgment in carrying out the responsibilities described in this Charter in a manner the Audit Committee members reasonably

believe to be in the best interests of the Company and its stockholders. No provision of this Charter, however, is intended to

create any right in favor of any third party, including any stockholder, officer, director or employee of the Company or any subsidiary

thereof, in the event of a failure to comply with any provision of this Charter.

Audit Committee Membership

The Audit Committee shall have a minimum

of three members who shall be appointed by the Board. The members of the Audit Committee shall meet the independence requirements

of The NASDAQ Stock Market, LLC ("Nasdaq") and Rule 10A-3 under the Securities Exchange Act of 1934, as amended

("Exchange Act"). No member of the Audit Committee may have participated in the preparation of the financial

statements of the Company or any current subsidiary of the Company at any time during the past three years. Each member of the

Audit Committee shall be able to read and understand fundamental financial statements, including the Company's balance sheet,

income statement and cash flow statement, as required by Nasdaq. The Board shall review these requirements on an annual basis to

ensure continued compliance by the members of the Audit Committee. In addition, at least one member of the Audit Committee shall

meet the financial sophistication requirements of Nasdaq and shall be an "audit committee financial expert" as defined

by the SEC. No member of the Audit Committee may serve on the audit committee of more than three public companies, unless the Board

has determined that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee,

as such determination is disclosed in the Company's annual proxy statement.

of the Audit Committee will be recommended for appointment by the Board to serve

for such term or terms as the Board may determine or until earlier resignation, removal or death. Audit Committee members serve

at the pleasure of, and may be replaced at any time by, the Board. All vacancies on the Audit Committee will be filled by the Board.

The Audit Committee shall meet as often

as it determines, but not less frequently than quarterly. The Audit Committee shall meet periodically with management, the internal

auditors and the independent auditor of the Company, in separate executive sessions. The Audit Committee may request any officer

or employee of the Company or the Company's outside counsel or independent auditor to attend a meeting of the Audit Committee

or to meet with any members of, or consultants to, the Audit Committee.

Audit Committee Authority and Responsibilities

The Audit Committee shall have the sole

authority to appoint, retain or replace the independent auditor (subject, if applicable, to stockholder ratification). The Audit

Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor (including resolution

of disagreements between management and the independent auditor regarding financial reporting) engaged for the purpose of preparing

or issuing an audit report or performing other audit, review or attest services for the Company. The independent auditor shall

report directly to the Audit Committee. In addition, the Audit Committee shall be directly responsible for the appointment, compensation,

retention and oversight of the work of any other registered public accounting firm engaged for the purpose of preparing or issuing

an audit report or performing other audit, review or attest services for the Company. Each registered public accounting firm shall

report directly to the Audit Committee.

The Audit Committee shall pre-approve all

auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its

independent auditor, subject to the de minimus exceptions for non-audit services described in Section 10A (i) (1) (B) of

the Exchange Act which are approved by the Audit Committee prior to the completion of the audit.

The Audit Committee shall have the authority

to engage independent counsel or other advisors, as it deems necessary or appropriate to carry out its duties. The Company shall

provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditor or

any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other

audit, review or attest services for the Company and to any advisors employed by the Audit Committee. The Company also shall provide

appropriate funding, as determined by the Audit Committee, for payment of its ordinary administrative expenses that are necessary

or appropriate for carrying out its duties.

So long as it is in compliance with applicable

law and Nasdaq rules, the Audit Committee may form and delegate authority to any subcommittee comprised solely of Audit Committee

members who are independent directors.

The Audit Committee shall have such other

authority as shall be necessary or appropriate to effectuate its purposes as set forth in this Charter.

The Audit Committee shall make regular

reports to the Board. The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed

changes to the Board for approval. The Audit Committee shall annually review the performance of the Audit Committee.

The Audit Committee, to the extent it deems

necessary or appropriate, shall:

Financial Statement and Disclosure Matters

All critical accounting policies and practices to be used;

All alternative treatments of financial information within generally accepted accounting principles ("GAAP")

that have been discussed with management, ramifications of the use of such alternative disclosures and treatments and the treatment

preferred by the independent auditor; and

Other material written communications between the independent auditor and management, such as any management letter or schedule

of unadjusted differences;

Oversight of the Company's Relationship

with the Independent Auditor

Oversight of the Company's Internal

Compliance Oversight Responsibilities

The foregoing shall be common recurring

duties and responsibilities of the Audit Committee. The Audit Committee may alter or supplement them as appropriate under the circumstances

to the extent permitted by applicable law, SEC regulations or Nasdaq listing standards.

Limitation of the Role of the Audit

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 GAAP. Nor is it the duty of the Audit

Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditor or to assure

compliance with laws, regulations and Company policy. These matters are the responsibilities of management or the independent auditor