Appointment. The Committee shall have sole and direct responsibility for appointing, overseeing, evaluating, retaining and terminating the engagement of the independent auditor. The Committee may, in its discretion, seek stockholder ratification of the independent auditor that it appoints.

2.

Compensation. The Committee shall have sole and direct responsibility for setting the compensation (and other terms of engagement) of the independent auditor. Without further action from the Board, the Committee is empowered to cause the Company to pay the compensation of the independent auditor, as determined by the Committee.

3.

Oversight. The independent auditor shall report directly to the Committee. The Committee shall have sole and direct responsibility for overseeing the work of the independent auditor, including resolution of disagreements between management of the Company and the independent auditor regarding financial reporting. The Committee shall evaluate the independent auditor’s qualifications, independence and performance.

4.

Audit and Disclosure Issues. The Committee shall review with the independent auditor any audit issues, problems or difficulties and management’s response thereto, including any restrictions on the scope of the independent auditor’s activities or on access to requested information, past adjustments, and any significant disagreements with management. The Committee shall discuss with the independent auditor whether there are any accounting or disclosure issues that have not been resolved to the satisfaction of the independent auditor.

5.

Independence. The Committee shall take, or recommend that the Board take, appropriate action to oversee the independence of the independent auditor. In connection with this responsibility, at least annually, the Committee shall:

Obtain and review a formal written statement from the independent auditor describing all relationships between the independent auditor and the Company (consistent with Independence Standards Board Standard No. 1) and actively engage in a dialogue with the independent auditor about any disclosed relationship or services that, in the view of the Committee, may impact the objectivity and independence of the independent auditor;

b.

Review the quality control procedures of the independent auditor and the experience and qualifications of the independent auditor’s senior personnel that are providing audit services to the Company;

Confirm with the independent auditor that the independent auditor is in compliance with partner rotation requirements as required by law; and

d.

If applicable, consider whether the independent auditor’s provision of any permitted non- audit services to the Company is compatible with maintaining the independence of the independent auditor.

Review of Other Reports. The Committee shall receive and review any other reports from the independent auditor that are required under generally accepted auditing standards and other standards governing the independent auditor.

7.

Pre-Approval of Services and Pre-Approval Policy. Before the independent auditor is engaged by the Company to render audit, audit-related, tax or permitted other services, the Committee shall pre-approve the engagement. Notwithstanding the foregoing, separate Committee pre-approval is not required for non-audit services of less than $25,000 that are approved in accordance with applicable SEC rules. The Committee shall review its Audit and Non-Audit Services approval Policy at least annually.

8.

Scope of Audit; Planning. The Committee may meet with the Company’s management and the independent auditor in connection with each annual audit to discuss the scope of the audit, the procedures to be followed in conducting the audit and the staffing of the audit.

9.

Review and Discussion. The Committee shall review and discuss with the Company’s management and the independent auditor the Company’s audited financial statements, including the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Committee shall review and discuss with the Company’s management and the independent auditor the results of the Company’s annual audit and the review of the Company’s quarterly financial statements, including the disclosures in the Company’s annual and quarterly reports filed with the SEC.

10.

SEC Reports. The Committee shall consider whether it will recommend to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K. The Committee shall prepare an annual committee report for inclusion, where necessary, in the proxy statement of the Company relating to its annual meeting of stockholders and in such other reports as the Committee shall deem necessary or advisable pursuant to applicable SEC rules.

11.

Auditor Review of Interim Financial Statements. The Committee shall direct the independent auditor to use its best efforts to perform all reviews of interim financial information prior to disclosure by the Company of such information and to discuss promptly with the Committee and the Chief Financial Officer of the Company any matters identified in connection with the independent auditor’s review of interim financial information which are required to be discussed by applicable accounting standards. The Committee shall direct the Company’s management to advise the Committee in the event that the Company proposes to disclose interim financial information prior to completion of the independent auditor’s review of such information.

12.

Earnings Releases. The Committee may discuss generally the type and presentation of information to be disclosed in the Company’s earnings press releases, as well as financial information and earnings guidance provided to analysts, rating agencies and other third-parties. The Committee may review press releases containing financial information regarding the Company prior to dissemination.

Management’s Discussion and Analysis. The Committee may discuss with the Company’s management and the independent auditor the Company’s financial statements, including the Company’s disclosures in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of filings made by the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

14.

Other Reports. Prior to publication, the Committee may review any reports or other financial information to be submitted to any governmental body including any certification, report, opinion, or review rendered by the independent auditor.

15.

Integrity of Financial Reporting Process. In consultation with the Company’s independent auditor, the Committee shall review the integrity of the Company’s financial reporting processes including judgments, decisions relating to changes in accounting procedures, and related matters.

16.

Review of Disclosure. The Committee may periodically review the Company’s financial statements and related disclosure items, including without limitation:

The Company’s critical accounting policies;

b.

Any significant issues regarding, or changes in, accounting principles and financial statement presentations;

c.

The effect of regulatory and accounting initiatives on the Company’s financial statements; and

d.

The methods used to account for significant and/or unusual transactions or events.

Oversight. The Committee shall coordinate the Board’s oversight of, and ensuring compliance with, the Company’s internal control over financial reporting and disclosure controls and procedures. The Committee shall receive and review the reports of the Chief Executive Officer and Chief Financial Officer of the Company required by Rule 13a-14 of the Exchange Act.

18.

Consultation Regarding Internal Controls. The Committee shall periodically consult with the independent auditor regarding internal controls and the completeness and accuracy of the Company’s financial statements, which will also include discussions regarding the risk of fraud in the financial statements.

19.

Internal Audit. The Committee shall oversee the creation of and, once established, the Board’s oversight of, the Company’s internal audit function.

20.

Hiring. The Committee shall establish policies and procedures regarding the hiring of employees or former employees of the Company’s independent auditor.

21.

Procedures for Complaints and Concerns. Together with the Nominating and Governance Committee of the Board, the Committee shall be responsible for establishing policies and procedures regarding (a) the receipt, retention and treatment of complaints and concerns received by the Company regarding accounting, financial statement or other disclosure, internal accounting or disclosure controls or auditing matters, and (b) the confidential, anonymous submission of any such complaints or concerns regarding questionable accounting or auditing matters.

Related Person Transactions. The Committee shall review the Company’s policies and procedures for reviewing and approving or ratifying transactions required to be disclosed pursuant to Item 404 of Regulation S-K (“Related Person Transactions”), including the Company’s Policies and Procedures Regarding Related Person Transactions, and recommend any changes to such Policies and Procedures to the Board. The Committee shall review all Related Person Transactions for potential conflicts of interest on an ongoing basis in accordance with the Company’s Policies and Procedures Regarding Related Person Transactions and shall be responsible for the approval and ratification of all such transactions.

23.

Risk Management. The Committee shall review and discuss the Company’s policies and processes with regard to risk assessment and risk management, including guidelines and policies governing the process by which risk assessment and risk management are undertaken, the Company’s major financial risk exposures, and the steps management has taken to monitor and control such exposures, and recommend any changes to such guidelines and policies to the Board. In addition, the Committee shall review management’s ongoing assessments of the Company’s risk management processes and systems of internal control, including without limitation, enterprise risks, financial risks, and risks related to data privacy and data security.

Investigations. The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request that any officer, employee, or advisor of the Company meet with the Committee or any advisors engaged by the Committee.

25.

Reports to Board. The Committee shall report regularly to the Board on the Committee’s activities, and its conclusions with respect to the independent auditor, and make other appropriate recommendations to the Board. The Committee will keep written minutes of its meetings, which minutes shall be provided to the Board and maintained with the books and records of the Company.

26.

Charter. The Committee shall annually, or more often as it deems appropriate, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

27.

Evaluation of Committee. The Committee shall evaluate its own performance on an annual basis, including compliance with this Charter, and provide any written material with respect to such evaluation to the Board along with any recommendations for changes in procedures or policies governing the Committee.

28.

Other Activities. The Committee shall perform any other activities consistent with this Charter, the Company’s Bylaws and other applicable laws and regulations as the Committee or the Board deems necessary or appropriate.