FALCONSTOR NOMINATING PROCEDURES

I. Consideration of Nominees Recommended by Shareholders

The Committee recognizes that qualified candidates for nomination for Director can come from many different sources, including from the Company´s shareholders. The Committee will therefore consider any nominee who meets the minimum qualifications set forth below.

To propose a nominee, a shareholder must provide the following information:

1. The shareholder´s name and, if different, the name of the holder of record of the shares.
2. The shareholder´s address and telephone number.
3. The name of the proposed nominee.
4. The address and phone number of the proposed nominee.
5. A listing of the proposed nominee´s qualifications.
6. A statement by the shareholder revealing whether the proposed nominee has assented to the submission of her/his name by the shareholder.
7. A statement from the shareholder describing any business or other relationship with the nominee.
8. A statement from the shareholder stating why the shareholder believes the nominee would be a valuable addition to the Company’s Board of Directors.

The shareholder should submit the required information to:

Nominating Committee
c/o General Counsel
FalconStor Software, Inc.
501 Congress Ave, Suite 150, Austin, TX 78701

With a copy to:

Director Human Resources
FalconStor Software, Inc.
501 Congress Ave, Suite 150, Austin, TX 78701

If any information is missing, the proposed nominee will not be considered.

II. Qualifications for Candidates

The Committee believes that the Company and its shareholders are best served by having directors from diverse backgrounds who can bring different skills to the Company. It is therefore not possible to create a rigid list of qualifications for Director candidates. However, absent unique circumstances, the Committee expects that each candidate should have the following minimum qualifications:

• Substantial experience with technology companies. This experience may be the result of employment with a technology company or may be gained through other means, such as financial analysis of technology companies
• The highest level of personal and professional ethics, integrity and values;
• An inquiring and independent mind;
• Practical wisdom and mature judgment;
• Expertise that is useful to the Company and complementary to the background and experience of other Board members, so that an optimal balance of Board members can be achieved and maintained;
• Willingness to devote the required time to carrying out the duties and responsibilities of Board membership;
• Commitment to serve on the Board for several years to develop knowledge about the Company’s business;
• Willingness to represent the best interests of all stockholders and objectively appraise management performance; and
• Involvement only in activities or interests that do not conflict with the director’s responsibilities to the Company and its stockholders.

At any time, the Committee may be looking for director candidates with certain qualifications or skills to replace departing directors or to complement the skills of existing directors and to add to the value of the Board of Directors.

III. Identification and Evaluation of Candidates

Candidates for director may come from many different sources including, among others, recommendations from current directors, recommendations from management, third-party search organizations, and shareholders.

In each instance, the Committee will perform a thorough examination of the candidate. An initial screening will be performed to ensure that the candidate meets the minimum qualifications set forth above and has skills that would enhance the Board of Directors. Following the initial screening, if the candidate is still viewed as a potential nominee, the Committee will perform additional evaluations including, among other things, some or all of the following: Detailed resume review; personal interviews; interviews with employer(s); and interviews with peer(s).

All candidates will be reviewed to determine whether they meet the independence standards of the Nasdaq listing standards. Failure to meet the independence standards may be a disqualifying factor based on the Board of Director’s composition at the time. Even if failure to meet the independence standards is not by itself disqualifying, it will be taken into account by the Committee in determining whether the candidate would make a valuable contribution to the Board of Directors.