a. Provide oversight of the independent registered public accounting firm and have sole authority and responsibility for their appointment, compensation, retention, and termination.

b. Approve the engagement of the independent registered public accounting firm. The Audit Committee shall pre-approve audit and permissible non-audit services provided by the Company's independent auditors. During the fiscal year, in the eventIf it becomes necessary to engage the independent auditor for additional services not contemplated in the original pre-approval, the Company will obtain the specific pre-approval of the Audit Committee before engaging the independent auditor. This pre-approval policy requires the Audit Committee to to be informed of each service performed by the independent auditor, and the policy does not include any delegation of the Audit Committee's responsibilities to management. The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated will report any pre-approval decisions to the Audit Committee as a whole at its next scheduled meeting.

c. The Audit Committee shall receive on an annual basis a written statement from the independent auditor detailing all relationships between the independent auditor and the Company, consistent with requirements of the Independence Standards Board. The Committee shall review services performed by the independent auditor, including the type and extent of non-audit services performed and the impact that these services may have on the independent auditors' independence.

d. Review with the independent auditor (i) the proposed scope of their examination with emphasis on accounting and financial areas where the Committee, the accountants or management believe special attention should be directed; (ii) results of their audit, including their opinion on the financial statements and the independent auditors' judgment on the quality, not just the acceptability, of the Company's accounting principles as applied in the financial statements; (iii) their evaluation of the adequacy of the system of internal controls; (iv) significant disputes, if any, with management; and (v) cooperation received from management in the conduct of the audit.

e. Discuss with the auditors the results of the audit, any significant changes to the Company's accounting principles and items required to be communicated by the independent auditors in accordance with PCAOB Auditing Standard 1301.

f. Review with management and the independent auditors, based on reports required from the independent auditors, all critical accounting policies and practices to be used; all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments; and other material written communications between the independent auditor and management.

g. Provide sufficient opportunity for the independent auditors to meet with the members of the Audit Committee without members of management present.

a. Review with management and the independent auditors the Company's annual financial results before the release of earnings. Review the Company's audited financial statements before filing or distribution. Review of the annual audited financial statements should include discussions with management and independent auditors of significant issues regarding accounting principles, practices, and judgments. Review and comment on the Company's annual reports. Recommend to the Company's Board of Directors the inclusion of the audited financial statements in the Company's annual report.

b. Review with management and the independent auditors the Company's quarterly financial results before the release of earnings. Review the Company's quarterly financial statements before filing or distribution. Review and comment on the Company's quarterly reports. Discuss with the independent auditors the results of their review and any other matter required to be communicated to the Committee by the independent auditors under Generally Accepted Accounting Principles.

a. Ensure that management has the proper review system in place to assure that the Company's financial statements, reports, and other financial information disseminated to governmental organizations and the public satisfy legal requirements.

b. In consultation with the management and the independent auditors, consider the integrity of the Company's financial reporting processes and controls. Discuss significant financial risk exposures and the steps management has taken to monitor, control, and report such exposures. Review significant findings prepared by the independent auditors together with management's responses. Meet with management at least quarterly to review management's disclosure of fraud and/or deficiencies, if any, in the design or operations of the Company's internal controls. Receive reports from management regarding the Company's system of internal controls and disclosure controls and procedures.

c. Resolve any disagreements between management and the independent auditors regarding financial reporting.

a. Establish and administer a code of ethics for senior officers to ensure that the Company's financial statements, reports and other financial information disseminated to governmental organizations and the public satisfy legal requirements. Grant waivers to senior officers from such code of ethics when appropriate and in the best interest of the Company. Establish and administer any other code of corporate conduct required by the Nasdaq Stock Market or the SEC.

b. Review with the Company's counsel any legal matters that could have a significant impact on the Company's financial statements, the Company's compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies. Receive reports from the Company's legal counsel regarding any material violation of securities laws or breach of fiduciary duty or similar violation by the Company or any agent of the Company.

c. Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls, or auditing matters; and (ii) the submission by employees of concerns on a confidential and anonymous basis regarding accounting and auditing matters.

d. Periodically review with management programs established to monitor compliance with the Company's codes of conduct or other business ethics policies.

e. Review and provide oversight of the Company's insider trading policy.

f. Review and Approval of Related Party Transactions
The Audit Committee is responsible for reviewing and approving (with the concurrence of a majority of the disinterested members of the Board of Directors) any related party and affiliated party transactions. In addition, Section 4350(h) of the rules of The Nasdaq Stock Market provide that all related party transactions must be reviewed for conflicts of interest by the audit committee. In accordance with policies adopted by the audit committee, the following transactions must be presented to the Audit Committee for its review and approval:

i. Any transaction in which the Company was or is to be a participant (within the meaning of Regulation S-K, Item 404(a)), and a related person (as defined in Regulation S-K, Item 404(a)) has or will have a direct or indirect material interest (within the meaning of Regulation S-K, Item 404(a)).

ii. Any contract or other transaction between the Company and one or more directors of the Company, or between the Company and an organization in or of which one or more directors of the Company are directors, officers, or legal representatives or have a material financial interest within the meaning of Minnesota Statutes, Section 302A.255.

In addition to the Company's Board of Directors complying with the requirements of Minnesota Statutes, Section 302A.255 with respect to any proposed transaction with a potential director's conflict of interest, all proposed transactions covered by the policy must be approved in advance by a majority of the members of the audit committee. If a proposed transaction covered by the policy involves a member of the audit committee, such member may not participate in the audit committee's deliberations concerning, or vote on, such proposed transaction. Prior to approving any proposed transaction covered by the policy, the following information concerning the proposed transaction will be fully disclosed to the audit committee:

i. The names of all parties and participants involved in the proposed transaction, including the relationship of all such parties and participants to the Company.

ii. The basis on which the related person is deemed to be a related person within the meaning of Regulation S-K, Item 404(a), if applicable.

iii. The material facts and terms of the proposed transaction.

iv. The material facts as to the interest of the related person in the proposed transaction.

v. Any other information that the Audit Committee requests concerning the proposed transaction.

The Audit Committee may require that all or any part of such information be provided to it in writing.

The Audit Committee may approve only those transactions covered by the policy that a majority of the members of the Audit Committee in good faith determine to be (i) fair and reasonable to the Company, (ii) on terms no less favorable than could be obtained by the Company if the proposed transaction did not involve a director or the related person, as the case may be, and (iii) in the best interests of the Company.

5. Cybersecurity

a. Oversee the Company's enterprise risk assessment and management policies, procedures and practices, including those risks related to cybersecurity, information security, and data protection.

b. Receive management or independent reports on information technology risks, including cybersecurity and data security risks.

6. Other Areas of Responsibility

a. Keep and submit the minutes of all meetings of the Audit Committee to, or discuss the matters discussed at each committee meeting with, the Board of Directors.

b. Review and reassess the adequacy of this Charter at least annually. Publish this Charter as required by the SEC or the Nasdaq Stock Market.