Charter of the Audit Committee of the Board of Directors of Atrinsic, Inc. Purpose The principal purpose of the Audit and Finance Committee (the "Committee") is to assist the Board of Directors (the "Board") of Atrinsic,

Charter of the Audit Committee of the

Board of Directors of Atrinsic, Inc.

The principal purpose of the Audit and Finance Committee (the

"Committee") is to assist the Board of Directors (the "Board") of Atrinsic, Inc. (the "Company")

in fulfilling its responsibility to oversee the Company's accounting and financial reporting processes and audits of the

Company's financial statements, including by reviewing the financial reports and other financial information provided by

the Company, the Company's disclosure controls and procedures and internal accounting and financial controls, and the annual

independent audit process.

In discharging its oversight role, the Committee is granted

the authority to investigate any matter brought to its attention with full access to all books, records, facilities and personnel

of the Company and the authority to engage independent counsel and other advisors, as it determines necessary to carry out its

duties. The Committee also is authorized to approve the use of Company funds to the extent it deems such expenditures necessary

or appropriate in carrying out the responsibilities of the Committee.

The Committee shall be responsible for the appointment (and

where appropriate, replacement), compensation, retention and oversight of the work of the Company's outside auditor in preparing

or issuing an audit report or related work, including resolving any disagreements between management and the outside auditor regarding

financial reporting. The Committee shall receive direct reports from the outside auditor. The Committee shall be responsible for

overseeing the independence of the outside auditor and for approving all auditing services and permitted nonaudit services provided

by the outside auditor.

This Charter shall be reviewed for adequacy on an annual basis

by the Committee and any changes thereto shall be submitted to the Board for approval.

The Committee shall be comprised of not less than two members

of the Board, and the

Committee's composition will meet the Nasdaq Audit Committee

requirements. Accordingly, subject to the paragraph below, all of the members will be directors:

Except under exceptional circumstances approved by the Board,

no member of the Committee may serve simultaneously on the audit committee of more than three other public companies. Subject to

applicable law and regulations, the Board may appoint one member who does not meet the independence requirements set forth above

and who is not a current employee of the Company or an immediate family member of such employee if the Board, under exceptional

and limited circumstances, determines that membership on the Committee by the individual is required in the best interests of the

Company and its shareholders. Such member may not serve for more than two years, and may not serve as the Committee chair. The

Board shall disclose in the next proxy statement after such determination the nature of the relationship and the reasons for the

In order to fulfill its role, the Committee shall be organized

and governed in the following manner:

Key Responsibilities

The Committee's role is one of oversight, and it is recognized

that the Company's management is responsible for preparing the Company's financial statements and that the outside

auditor is responsible for auditing those financial statements.

The following functions shall be the common recurring activities

of the Committee in carrying out its oversight function. The functions are set forth as a guide and may be varied from time to

time as appropriate under the circumstances.

Complaint Procedures

Any issue of significant financial misconduct shall be brought

to the attention of the Committee for its consideration. In this connection, the Committee shall establish procedures for (i) the

receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing

matters and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting

or auditing matters.

Adopted March 25, 2016

To be amended in June 2016 following expected corporate name

change to Protagenic Therapeutics, Inc.