Extract to table

The Committee is established by and among the members of the Board and shall operate in accordance with the provisions of this Charter

The Committee shall encourage and facilitate the continuous improvement of, and foster adherence to, the Company's accounting policies, procedures, and practices at all levels

Consequently, it is not the duty or responsibility of the Committee to conduct "field work" or other types of auditing or accounting reviews or procedures, and each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company from which it receives information and (ii) the accuracy of the financial and other information provided to the Committee by such persons or organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board)

Number of Members The Committee shall consist of no fewer than three (3) members of the Board, each of whom shall satisfy the independence and other qualification requirements set forth in this Section II

The Board shall determine the exact number of Committee members from time to time

Upon the effectiveness of the Company's Registration Statement on Form S-1 (SEC File Number 333-264518) and the closing of the Company's initial public offering, the initial members of the Committee shall be: 1