Code of Conduct

FrontPace has adopted the following Code of Conduct with respect to all commercial transactions, whether local or international:

Local and Foreign Laws: No officer, associate or representative affiliated with FrontPace may, directly or indirectly, break or seek to evade the laws or regulations of any country in, through or with which business is sought. That an illegal act is a "customary business practice" in any country is not sufficient justification for violation of this provision.

Bribery and Facilitating Payments: No officer, associate or representative affiliated with FrontPace may, directly or indirectly, offer or provide a bribe and all demands for bribes must be expressly rejected. Bribery includes any offer, promise, or gift of any pecuniary or other advantage, whether directly or through intermediaries, to a public official, political party, political candidate or party official or any private sector employee, in order that the official or employee act or refrain from acting in relation to the performance of their duties, in order to obtain or retain business or other business advantage.

FrontPace and its affiliates, associates and representatives shall not offer or make facilitating payments to government officials in order to encourage them to expedite a routine governmental task that they are otherwise required to undertake. FrontPace shall have discretion to deviate from this prohibition if the government action sought is an urgent matter concerning health or safety. FrontPace recognizes that extortion is widespread and that participation by the business community increases demand for facilitating payments.

Kick-Backs: No affiliate, associate or representative of FrontPace may "kick-back" any portion of a contract payment to employees of other parties to a contract or use other vehicles such as subcontracts, purchase orders or consulting agreements to channel payments to government officials, political candidates, employees of other parties to a contract, their relatives or business associates. A "kickback" is a particular form of bribe which takes place when a person entrusted by an employer or public function has some responsibility for the granting of a benefit and does so in a way that secures a return (kickback) of some of the value of that transaction or benefit for that person without the knowledge or authorization of the employer or public body to which the person is accountable.

Conflict of Interest: Affiliates, employees and representatives of FrontPace shall avoid any relationship or activity that might impair, or appear to impair, his or her ability to render objective and appropriate business decisions in the performance of his or her job.

Political Contributions: Neither FrontPace nor any affiliates, associates or representatives may make a political contribution in order to obtain an unlawful business advantage. FrontPace shall comply with all public disclosure requirements.

Philanthropic Contributions: FrontPace and affiliates, associates and representatives may make contributions only for bona fide charitable purposes and only where permitted by the laws of the country in which the contribution is made. Contributions made in order to obtain an unlawful business advantage are prohibited.

Extortion: FrontPace and affiliates, associates and representatives shall reject any direct or indirect request by a public official, political party, party official, or private sector employee for undue pecuniary or other advantage, to act or refrain from acting in relation to his or her duties.

Gifts, Hospitality and Entertainment: FrontPace and affiliates, associates and representatives shall avoid the offer or receipt of gifts, meals, entertainment, hospitality or payment of expenses whenever these could materially affect the outcome of business transactions, are not reasonable and bona fide expenditures, or are in violation of the laws of the country of the recipient.

Reporting Requirement: Affiliates, associates and representatives of FrontPace who find themselves subjected to any form of extortion or who are asked to participate in any way in a bribery scheme shall promptly report these occurrences, without fear that their employment will be adversely affected. Response: No associate will suffer demotion, penalty, or other adverse consequences for not paying bribes even when FrontPace may lose business as a result of the employee's refusal to do so. Associates are encouraged to report alleged violations of this Code of Conduct and no employee will suffer demotion, penalty or adverse consequences for reporting.

Accounts: FrontPace shall maintain complete and accurate financial records, ensuring that all transactions are properly, accurately and fairly recorded in a single set of books.

Communications and Training: FrontPace will make annual training available for all affiliates, key associates involved in sales, marketing and procurement.

Sanctions Regime: FrontPace and its core resources will at all times adhere to US OFAC and UK Sanction List regimes