Velti Audit Committee Charter

VELTI PLC (the "Company") AUDIT COMMITTEE TERMS OF REFERENCE 1. INTRODUCTION 1.1 On 14 September 2009, the Board resolved, in accordance with the articles of association of the Company, to establish an audit committee of the Board. These revised terms of reference were adopted by resolution of the Board passed on 23 March 2010. 1.2 The purpose of this document is to set out: (a) the duties and responsibilities of the Committee; and (b) the constitution of the Committee and the regulations governing proceedings of the Committee. 1.3 In this document, references to: (a) the "Board" are to the board of directors of the Company from time to time; and (b) the "Committee" are to the audit committee of the Board established pursuant to the resolution referred to in paragraph 1.1. 2. MEMBERSHIP 2.1 The members of the Committee shall be appointed by the Board, with recommendations having first been received from the Nominating and Corporate Governance Committee. All members of the Committee shall at all times be (i) independent non-executive directors of the Company as defined under NASDAQ Marketplace Rule 5605(a)(2), (ii) meet the criteria for 1 Audit Committee Charter 23 March 2010 WEST\21905555.2 independence set forth in Rule 10A-3(b)(1) under the United States Securities Exchange Act of 1934, and (iii) otherwise be free of any relationship that, in the opinion of the Board, would interfere with the exercise of independent ...