Extract to table

To the extent of any inconsistency between the Charter and applicable law or regulation, the applicable law or regulation shall control

This designation is made solely for purposes of compliance with and disclosure under Regulation S-K and the Exchange Act, and shall not be construed to create a higher standard of care or to expand the scope of fiduciary duties otherwise applicable to Mr

RESOLUTION 4: AUTHORITY AND RESPONSIBILITIES OF THE AUDIT COMMITTEE RESOLVED, that the Audit Committee shall have the authority, duties, and responsibilities set forth in the Charter, which shall include, without limitation, the following: (a) Independent Auditor Oversight

The independent registered public accounting firm shall report directly to the Audit Committee

The Audit Committee shall pre-approve all audit and permitted non-audit services to be performed by the independent registered public accounting firm, in accordance with Section 10A(i) of the Exchange Act and Rule 2-01(c)(7) of Regulation S-X, and shall establish policies and procedures for such pre-approval

The Audit Committee may delegate pre-approval authority to one or more of its members, provided that the decisions of any such member to whom authority is delegated shall be presented to the full Audit Committee at its next regularly scheduled meeting