Code of Conduct

LONDON BRIDGE TRADING CO., LTD.

CODE OF CONDUCT

This Code of Conduct (our “Code”) for London Bridge Trading Company, Ltd. (our “Company”) contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards. Employees are required to familiarize themselves with this Code and all Company policies that relate to their work.

This Code applies to all of our officers and employees. We refer to all persons covered by this Code as “Company employees” or merely “employees.”

The Company has a simple and straightforward policy regarding the rules of conduct and behavior that are expected from employees when they are conducting Company business: use your common sense to do what is right, obey all laws, behave with integrity and honesty, treat people fairly, respect diversity, accept accountability, communicate openly and always behave in a way that is above reproach. Generally, these requirements are referred to as our Company “Ethics”. Each employee is required to maintain these high ethical standards at all times even if doing so could result in the loss of business to the Company. No compromising or unethical situation is justified by a positive business result, meaning that the ends never justify the means. Anyone who violates this Code may be subject to corrective action adverse to your employment including possible discharge from the Company so you should take adherence to the Code seriously. Depending on the nature of a violation, an employee may also be subject to civil or criminal penalties which are beyond the Company’s control.  Employment by the Company does not protect you from any violations of the law.

SEEKING ASSISTANCE AND INFORMATION

This Code is not intended to be comprehensive and cannot address every situation that you may face. There is no substitute for common sense, personal integrity and good judgment. In the event any employee feels uncomfortable about a situation or has any doubts about whether it is consistent with this Code and the Company’s Ethics, he or she should seek assistance. We encourage our employees to contact their supervisors for help first; if your supervisor cannot answer a particular question or if an employee does not feel comfortable contacting his or her supervisor, you may always contact the Corporate Compliance Program Director, the Human Resources Department or a member of senior management.

REPORTING VIOLATIONS OF THE CODE

All employees have a duty to report any known or suspected violation of this Code, including any violation of the laws, rules, regulations and/or policies that apply to the Company. If an employee knows of or suspects a violation of this Code and/or any law, regulation or rule applicable to the Company, he or she should immediately report the conduct to his or her supervisor, to the Corporate Compliance Program Director or the Human Resources Department, as the employee may deem appropriate, to investigate the matter.

POLICY AGAINST RETALIATION

The Company strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. Any reprisal or retaliation against an employee because the employee, in good faith, sought help or filed a complaint will be subject to disciplinary action, including potentially an adverse employment action and/or termination of employment.

PROCESS IF A VIOLATION IS FOUND TO HAVE OCCURRED

An employee accused of violating this Code will be given an opportunity to present his or her version of the events at issue prior to any determination of appropriate discipline. Depending on the circumstances of any particular violation, employees who violate the law or this Code may also expose themselves to civil and/or criminal penalties and place the Company in a position of having to report such employee’s activities to appropriate authorities. A violation may also cause the Company to face such civil and/or criminal fines and penalties and may incur damage to the Company’s reputation and standing in its industry and the community.  The conduct of each employee, as a representative of the Company, if it does not comply with the law or with this Code, can result in serious consequences for both the employee and the Company.

NON-DISCRIMINATORY EMPLOYMENT PRACTICES

The Company will not tolerate discrimination in employment, discipline or opportunity on the basis of race, color, age, sex, religion, disability, national origin, veteran status, sexual orientation, gender identity, transgender status, genetic information or any status protected by applicable law. The Company further complies with all Affirmative Action requirements and proactively seeks to achieve diversity in our workforce. The Company prohibits all forms of harassment in the workplace. If an Employee believes he/she or a co-worker has been discriminated against or harassed in any way, such circumstance should be immediately reported to the Corporate Compliance Program Director, the Human Resources Department or a member of senior management.

CRIMINAL RECORDS

Employees and prospective employees must report to the Company if they have been indicted, plead guilty to (including any plea of nolo contendere) or convicted by the federal, state or local government for an offense committed in connection with government contracts, or any offense involving theft, bribery, kickbacks, making false statements, receiving stolen property, the anti-trust laws, export/import violations or any violations of the Foreign Corrupt Practices Act, or any crime of moral turpitude. The Company may be required to report to a governmental authority whether the Company or any of its employees have been convicted of or charged with, plead to or convicted of an offense connected to government contracting or a violation of law relating to any of the afore-referenced type of matters. If you have any question whether this provision applies to you, you should seek guidance immediately from the Corporate Compliance Program Director, the Human Resources Department or a member of senior management.

DRUG FREE WORKPLACE

In accordance with all applicable laws and regulations, the Company maintains a Drug Free Workplace and prohibits the use of illegal drugs at its worksites and by its employees.

CONFLICTS OF INTEREST

Identifying Potential Conflicts of Interest

A conflict of interest can occur when an employee’s private interest interferes, or appears to interfere, with the interests of the Company as a whole. Employees should avoid any private interest that is contrary to the Company’s interests or influences their ability to act in the interests of the Company or that makes it difficult to perform their work objectively and effectively.
Identifying potential conflicts of interest may not always be clear-cut so it is expected that every employee will use common sense in their conduct and business dealings.  The following situations are examples of conflicts of interest:

• Improper Personal Benefits. No employee should obtain any improper personal benefits or favors because of his or her position with the Company.
• Loans or Other Financial Transactions. No employee should obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company (including such company’s officers or employees) that is a material customer, vendor or competitor of the Company. This guideline does not prohibit arms-length transactions in the ordinary course of business from such entity.
• Actions of Family Members.The actions of family members outside the workplace may also give rise to the conflicts of interest described above because they may influence an employee’s objectivity in making decisions on behalf of the Company. For purposes of this Code, “family members” include an employee’s spouse, brothers, sisters and parents, in-laws, children and grandchildren whether such relationships are by blood or adoption.

DISCLOSURE OF CONFLICTS OF INTEREST

The Company requires that employees disclose any situations that reasonably would be expected to give rise to the appearance of a conflict of interest. If an employee suspects that they have a conflict of interest, or something that others could reasonably be perceived as a conflict of interest, the employee must report it to his or her supervisor, the Corporate Compliance Program Director or the Human Resources Department. The Corporate Compliance Program Director or the Human Resources Department will work with the employee to determine whether they have a conflict of interest and, if so, how best to address it. Although conflicts of interest are not automatically prohibited, they are not desirable and may only be waived with the approval of the Company’s Chief Executive Officer.

CORPORATE OPPORTUNITIES

As an employee of the Company, you have an obligation to put the interests of the Company ahead of your personal interests and to advance the Company’s interests when the opportunity to do so arises. If you discover a business opportunity through the use of corporate property or information or because of your position with the Company, you must first present the business opportunity to the Company before pursuing the opportunity in your individual capacity. No employee may use corporate property, information or his or her position with the Company for personal gain, and no employee may compete with the Company either directly or indirectly without the approval of the Company’s Chief Executive Officer.

CONFIDENTIAL INFORMATION

Employees have access to a variety of confidential business information while employed at the Company. Such “confidential information” includes all non-public information that might be of use to competitors or harmful to the Company or its customers if disclosed.  Examples might be client and vendor lists, manufacturing procedures, design techniques and pricing. If you have any doubts whether any information or data concerning the Company is confidential, you must refrain from disclosing it. All requests made to you to disclose any Company information should be reported to the Corporate Compliance Program Director or to the Human Resources Department. No disclosure of Company information may be made without express Company approval. Employees have a duty to safeguard all confidential information, except when disclosure is authorized or legally mandated. An employee’s obligation to protect confidential information continues after an employee leaves the Company. Unauthorized disclosure of confidential information could cause competitive harm to the Company and could result in legal liability to the employee who makes an improper disclosure and/or to the Company.

As a result of the Company’s business relationships with customers, vendors and others, employees may also have access to and be entrusted with confidential information of other parties. In these cases, other parties’ confidential information must be afforded the same protection as the Company’s confidential information.

Employees who improperly use or disclose trade secrets or confidential information will be subject to disciplinary action, up to and including termination of employment, as well as possible legal action, even if they do not directly benefit from the disclosure of the information.

FAIR DEALING

The Company competes vigorously but fairly. All employees are obligated to deal fairly with the Company’s customers, vendors, competitors and other employees. Employees will not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

PRICE SETTING

The Company requires that its pricing is developed internally and independently and without any discussion or agreement with our competitors. Employees, as well as the Company, could be liable for criminal and/or civil penalties if there is any collaboration with our competition on pricing or performance issues.

GIFTS AND ENTERTAINMENT

The giving and receiving of gifts is a common business practice.  The Company recognizes that business gifts and entertainment are courtesies commonly designed to build relationships among business partners. However, business gifts may also be construed to be a quid pro quo for obtaining business. Such a practice is considered to be kickback and is strictly prohibited by applicable law. All government contractors and government personnel are required to remain independent and objective. Any offer of employment, money or gifts to government contracting officials or inspectors, such action probably is a violation of the law. The Company does not condone to granting of any gratuities, gifts, favors, entertainment, loans, or anything of monetary value to any government employee, directly or indirectly. Company personnel are not authorized to offer present or future employment to government personnel in exchange for favorable treatment on a contract. Any gift to non-government persons or entities must be approved by the Company’s Chief Executive Officer.

The following are a few examples of allowable items which are either not considered “gifts” or are considered “gift exceptions”:

• Modest items of food and refreshments offered other than as part of a meal;
• Greeting cards and items of little intrinsic value which are intended solely for presentation;
• De minimus gifts valued up to $20 retail;
• Gifts associated with public service awards and honorary degrees

If your employment requires you to conduct business in other countries, you must be particularly careful that gifts and entertainment are not construed as bribes, kickbacks or other improper payments. If you have any questions about whether it is permissible to give or accept a gift or something else of value, contact Corporate Compliance Program Director or the Human Resources Department for additional guidance.

PROTECTION AND USE OF COMPANY ASSETS

All employees should protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability, business continuity and reputation. The use of the funds, services or assets of the Company for personal gain or an improper purpose is strictly prohibited.

PROHIBITION AGAINST USING CORPORATE ASSETS FOR POLITICAL PURPOSES

The Company does not prohibit you from participating in the political process as an individual on your own time. However, the Company prohibits the use of its funds, assets, services, properties or facilities, directly or indirectly, for the purpose of aiding, supporting or opposing any political party, association, organization or candidate where such use is illegal or improper under the laws or regulations of the relevant jurisdiction without the prior approval of the Company’s Chief Executive Officer. Company funds may not be used to support any candidate or declared candidate for Federal Government elected office. Please contact the Corporate Compliance Program Director or the Human Resources Department if you have any questions about this policy.

COMPANY RECORDS

Accurate and reliable records are crucial to our business. Our records guide our business decision-making and strategic planning. Company records include purchase orders and quotes, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.

All Company records must be complete, accurate and reliable in all material respects. Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited. Our employees are responsible for understanding and complying with our record keeping policy. Each employee is responsible for accurate rcord keeping for those tasks to which he/she is assigned. Each employee should ask his or her supervisor, the Corporate Compliance Program Director or the Human Resources Department if they have any questions concerning record keeping requirements.

ACCURACY OF FINANCIAL REPORTS AND RECORDS

Accurate and reliable records are crucial to our business. Our records are the basis of our financial reports and other disclosures to third parties and guide our business decision-making and strategic planning. Our records include customer and vendor information, including pricing information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.

All of our records must be complete, accurate and reliable in all material respects. Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited. You are expected to act in good faith, responsibly, with due care, competence and with common sense in a timely manner in performing all record keeping duties. You may not misrepresent material facts or allow your independent judgment or decisions to be improperly influenced or biased by others or by other factors such as operating unit or individual performance or objectives, plans, forecasts or financial commitments. If you believe someone is asking or directing you to violate these obligations, report the situation promptly to the Corporate Compliance Program Director or to the Human Resources Department. You are responsible for understanding and complying with our record-keeping policy.

The Company’s employees serving in finance, accounting, corporate treasury, tax or related roles (the “Finance Team”) have a special responsibility to ensure that all of our financial records with respect to the Company are prepared and reported in a full, fair, accurate, timely and understandable manner. These employees must understand and strictly comply with the Company’s accounting policies and U.S. generally accepted accounting principles (GAAP) and all standards, laws and regulations for accounting and financial reporting of transactions, estimates and forecasts. All such personnel are expected to comply with the internal controls, procedures and other policies and procedures established by the Company from time to time whether in writing or historical practice.

Any action (direct or indirect) to force, manipulate, mislead or fraudulently influence any person, including a member of the Finance Team in the performance of their duties with respect to the financial books and records of the Company is a violation of the law and of this Code. This includes situations involving the recording or authorization of any financial transactions that are incorrect or improper or not adequately supported. Any action (direct or indirect) to force, manipulate, mislead or fraudulently influence the Company’s independent auditors in the performance of their audit or review of the Company’s financial statements is prohibited. Any violation of this Section should be reported directly to the Corporate Compliance Program Director, the Human Resources Department or a member of senior management.

COMPLIANCE WITH LAWS AND REGULATIONS

Each employee has an obligation to comply with all laws, rules and regulations applicable to the Company’s operations. These include, without limitation, laws covering procurement integrity, fraud, bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. Without limitation of the foregoing, each employee is prohibited from engaging in any form of bribery or kickbacks and from using the funds, assets, services or facilities of the Company to improperly influence or corrupt the action of any government official, agent or employee or of any private customer, vendor or other person. Each employee is expected to understand and comply with all laws, rules and regulations that apply to his or her job position. You are not authorized to offer employment, money, gifts or any other item of value to government personnel in exchange for favorable treatment on a contract or for any other purpose. If any doubt exists about whether a course of action is lawful, each employee should seek advice from his or her supervisor, the Corporate Compliance Program Director or the Human Resources Department.

As part of this obligation, the Company is committed to comply with U.S. federal regulations that require a federal contractor to timely disclose in writing to the appropriate Office of Inspector General, with a copy to the Contracting Officer, whenever the contractor has credible evidence that a principal, employee, agent or subcontractor has committed (1) a violation of federal criminal law involving fraud, conflict of interest, bribery, or gratuity violation or (2) a violation of the Civil False Claims Act in connection with a federal government contract. It is therefore imperative that any employee who suspects that there has been a violation described in this paragraph report it to the Corporate Compliance Program Director or the Human Resources Department so that the Company can determine whether to make disclosure to the appropriate Inspector General. Failure to timely disclose a violation to the Inspector General is a ground for suspension or debarment of the contractor.

CONCLUSION
This Code of Conduct contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If any employee has any questions about these guidelines, they should contact their supervisor, the Corporate Compliance Program Director or the Human Resources Department. We expect all Company employees to adhere to these standards and those set forth in all of our other Company policies.

Thank You.

This Code and the matters contained herein are not a contract of employment. The Company reserves the right to change, amend, supplement or discontinue all or any portion of this Code and the matters addressed herein, without prior notice, at any time.