CHARTER FOR THE COMPENSATION COMMITTEE OF TIX CORPORATION

1. PURPOSE.

The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board” and, each member of the Board, a “Director”) of Tix Corporation (the “Company”) is to assist the Board in discharging its duties relating to compensation of the Company’s executive officers and non-employee Directors.

2. STATEMENT OF POLICY.

The Committee’s primary duties and responsibilities are to:

• Provide compensation to the Company’s executive officers in such a manner as to attract and retain the best available personnel for positions of substantial responsibility with the Company.

• Provide incentives for such persons to perform to the best of their abilities for the Company.

• Recommend to the Board and administer the Company’s executive officer compensation plans, policies and programs.

• Regularly review and advise the Board with respect to executive compensation principles and policies applicable to the Company.

• Prepare an annual report on executive compensation for inclusion in the Company’s proxy statement.

The Committee will fulfill these responsibilities by carrying out the activities enumerated
in Section 5 of this Charter. The Committee may augment the activities defined by Section 5 at its discretion in order to comply with the requirements of the Sarbanes-Oxley Act, the requirements of Nasdaq and the Securities and Exchange Commission (the “SEC”) and any other applicable laws and regulations.

3. COMPOSITION.

The Committee shall consist of at least three (3) but not more than five (5) directors, each of whom will be a “non-employee director” as defined in Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended, an “outside director” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended, and an “independent 2 director” within the meaning of the applicable Nasdaq rules and any rule or regulation prescribed by the SEC now or in the future.

The members of the Committee, including its Chair, will be appointed annually by the Board, following receipt of the recommendation of the Nomination and Governance Committee. Committee members will serve at the discretion of the Board.

4. MEETINGS.

The Committee shall meet four (4) times annually, or more frequently, as circumstances dictate. A meeting may be called by the Chair or at the direction of the Chair at the request of any member of the Committee. The Committee may meet in person or by phone and shall have the authority to act by written consent. A majority of the total authorized number of members of the Committee will constitute a quorum at all Committee meetings, and the affirmative vote or written consent of a majority of the authorized number of members shall be necessary and sufficient to take any Committee action.

All non-employee Directors may attend and observe meetings of the Committee. In such case, however, any Director who is not a member of the Committee shall neither participate in any discussion or deliberation at such meeting unless the Committee so requests and, in no event, shall any Director who is not a member of the Committee be entitled to vote on any Committee matters. The Committee may request any officer or employee of the Company or the Company’s outside counsel to attend a meeting of the Committee or meet with any members of, or consultants to, the Committee.

5. COMMITTEE RESPONSIBILITIES AND AUTHORITY.

Pursuant to the Committee’s purpose, the Committee shall:

• Review annually and approve corporate goals and objectives relevant to executive compensation and evaluate performance in light of those goals.

• Review annually and determine the individual elements of total compensation for the Chief Executive Officer and all other officers within the meaning of SEC Rule 16a-1(f) (“Officers”), and communicate in the annual Committee report to shareholders the factors and criteria on which the Chief Executive Officer and all other executive officers’ (within the meaning of Rule 3b-7 issued by the SEC) compensation for the last year was based.

• Approve all special perquisites, special cash payments and other special compensation and benefit arrangements for Officers.

• Review and recommend the compensation for non-employee Directors and make recommendations to the Board for its approval. In connection with such recommendations, the Committee shall present to the Board the criteria used to determine such compensation recommendations.

• With sole and exclusive authority (except as explicitly delegated to the Company’s Chief Executive Officer), make and approve stock option grants and other discretionary awards under the Company’s stock option or other equity incentive plans to all persons who are Board members or Officers.

• Grant stock options and other discretionary awards under the Company’s stock option or other equity incentive plans to all other eligible individuals in the Company’s service. The Committee may delegate to one or more corporate officers designated by the Committee the authority to make grants to eligible individuals (other than any such corporate officer), provided that the Committee shall have fixed the price (or a formula for determining the price) and the vesting schedule for such grants, approved the form of documentation evidencing such grants, and determined the appropriate number of shares or the basis for determining such numbers of shares by position, compensation level or category of personnel. Any corporate officer(s) to whom such authority is delegated shall regularly report to the Committee the grants so made. Any such delegation may be revoked at any time by the Committee.

• Amend the provisions of the Company’s stock option or other equity incentive plans, to the extent authorized by the Board, and make recommendations to the Board with respect to incentive compensation and equity-based plans.

• Approve for submission to the Company’s shareholders stock option or other equity incentive plans or amendments thereto.

• Oversee and periodically review the operation of all of the Company’s employee benefit plans. Responsibility for day-to-day administration, including the preparation and filing of all government reports and the preparation and delivery of all required employee materials and communications, will be performed by Company personnel.

• Review matters related to management performance, compensation and succession planning and executive development for executive staff.

• Approve any and all separation packages and severance benefits for Officers.
• Have full access to the Company’s executives, personnel and advisors as necessary to carry out its responsibilities.

• Obtain such data or other resources as it deems necessary to perform its duties, including, but not limited to, obtaining external consultant reports or published salary surveys, with sole authority engage independent compensation consultants and other professionals to assist in the design, formulation, analysis and implementation of compensation programs for Officers and other key employees.

• Have responsibility for the review and approval of all reports and summaries of compensation policies and decisions as may be appropriate for operational purposes or as may be required under applicable law.

• Have the authority, to the extent it deems necessary or appropriate, to retain lega or other advisors. In the event that the Committee chooses to engage any such advisors, the Company shall provide appropriate funding, as determined by the Committee, for the payment of such advisors.

• Review this Charter at least annually, as conditions dictate, and recommend any changes to the Board.

• On an annual basis, evaluate the performance of the Committee in light of its purpose.

• Report to the Board on the major items covered at each Committee meeting.

• Perform any other activities consistent with this Charter, the Company’s Bylaws and governing law as the Committee or the Board deems necessary or appropriate. Notwithstanding the foregoing, any action of the Committee, other than the grant of stock options or other discretionary awards under the Company’s stock option or other equity incentive plans, may be subject to Board review and may be revised, modified or rescinded by the Board.

6. MINUTES.

The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

7. REPORTS.

In addition to preparing the report in the Company’s proxy statement in accordance with the rules and regulations of the SEC, the Committee will summarize its examinations and recommendations to the Board as may be appropriate, consistent with this Charter.

8. COMPENSATION.

Members of the Committee will be eligible to receive fees or other compensation for their service as Committee members as determined by the Board. Changes in such compensation will be determined by the Board in its sole discretion.

9. DELEGATION OF DUTIES.

Subject to the Company’s Certificate of Incorporation and Bylaws and applicable laws and rules of markets in which the Company’s securities then trade, in fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee.