Corporate Equity Code of Conduct

CORPORATE EQUITY CODE OF CONDUCT

WHEREAS

WHEREAS, Company Name: is a corporation that issues equity interests to incentivize certain contributors and participants; and

WHEREAS, Participant Name: is eligible to receive equity subject to the terms and conduct requirements set forth herein; and

WHEREAS, the parties intend to establish standards governing ownership, transfer, disclosure, trading and stewardship of equity to protect Company and its stakeholders.

SCOPE OF WORK

The following describes the core responsibilities, expectations and activities that form the basis for equity participation under this Code of Conduct. Participant must perform in accordance with these duties and comply with all equity-related policies set by the Company.

EQUITY ALLOCATION, VESTING AND TRANSFER RESTRICTIONS

Equity awards granted to Participant are subject to the applicable award agreement, the Company’s equity plan and the rules below. Vesting, exercise, transfer and forfeiture provisions contained in grant documents survive termination of employment or engagement unless expressly superseded.

Transfers of equity interests are prohibited except as expressly permitted by the award documents and this Code. Participant acknowledges and agrees that the Company shall have a right of first refusal on transfers and the right to require compliance with registration, legend and other transfer restrictions.

INSIDER TRADING AND MATERIAL NONPUBLIC INFORMATION

Participant must not trade, tip or effect any transaction in Company securities while in possession of material nonpublic information pertaining to the Company, its subsidiaries or affiliates. Participant shall comply with Company trading windows and pre-clearance procedures where required. Violations may result in forfeiture of awards, disciplinary action and civil or criminal penalties.

CONFLICTS OF INTEREST

Participant must disclose any situation that reasonably could be perceived as a conflict between personal interests and Company interests, including but not limited to outside equity holdings in competitors, suppliers or customers. Disclosure must be made in writing to the compliance officer and is subject to review and mitigation measures.

PAYMENT TERMS

If Participant is required to remit payment in connection with issuance or exercise of equity, the terms are as follows:

TERM AND TERMINATION

This Code of Conduct becomes effective on the Start Date and continues until the End Date, unless earlier terminated in accordance with this section.

Start Date:   End Date:

Either party may terminate this Code for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for cause is immediate upon written notice describing the cause.

CONFIDENTIALITY

For the purposes of this Code, "Confidential Information" means nonpublic business, financial, technical, strategic or other information disclosed by the Company to Participant in any form. Confidential Information does not include information (i) already known to Participant without obligation of confidentiality, (ii) that becomes publicly available other than by breach of this Code, or (iii) received lawfully from a third party without obligation of confidentiality.

Participant shall hold Confidential Information in strict confidence, shall use it only as necessary to perform duties that give rise to equity participation, and shall not disclose it except to those who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those herein. Participant shall take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

COMPLIANCE, REMEDIES AND DISCIPLINE

Breach of this Code may result in disciplinary action, including suspension of equity-related privileges, forfeiture of unvested awards, reclamation or clawback of gains, removal from board or committees, termination of employment or engagement, and pursuit of injunctive or monetary relief. Remedies provided herein are cumulative and not exclusive.

REPORTING OBLIGATIONS

Participant shall promptly report to the compliance officer any circumstances that may violate this Code, any change in ownership or beneficial ownership of Company securities, or any pending legal or regulatory action that could materially affect Participant’s ability to comply. Reports should be provided in writing and will be treated in accordance with applicable confidentiality and whistleblower protections.

GOVERNING LAW AND DISPUTE RESOLUTION

This Code shall be governed by the laws of the state of without regard to conflict of law principles. Any dispute arising out of or relating to this Code shall be resolved in the courts of that state unless the parties agree in writing to an alternative forum.

ENTIRE AGREEMENT

This Code, together with any applicable award agreements and the Company’s equity plan, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements. Any amendment must be in writing signed by authorized representatives of both parties.

SEVERABILITY

If any provision of this Code is held to be invalid or unenforceable in whole or in part, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves, to the extent possible, the parties' original intent.

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