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In the event that the Company proposes to enter into a related party transaction, management of the
Company shall present the transaction to the Audit Committee for review, consideration and approval. The Audit
Committee, in approving or rejecting the proposed transaction, shall consider all the facts and circumstances
deemed relevant by and available to the Audit Committee. The Audit Committee shall approve only those
transactions that, in light of the circumstances, are in, or are not inconsistent with, the best interests of the
Company and its stockholders, as the Audit Committee determines in good faith exercise of its discretion.
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