Audit Committee Charter

Statement of Purpose

The purpose of the Audit Committee is to assist the Board in fulfilling its responsibilities to the Company and its shareholders relating to the accounting and financial reporting process, the audits of the Company’s financial statements and the Company’s compliance with legal and regulatory requirements. To that end, the Audit Committee will oversee management’s processes and activities relating to:

• Maintaining the reliability and integrity of the Company’s accounting policies, financial reporting practices and financial statements;
• The independent auditor’s qualifications and independence;
• The performance of the Company’s internal audit function and independent auditor; and
• Confirming compliance with U.S. Federal laws and regulations, and the requirements of any stock exchange or quotation system on which the Company’s securities may be listed.