A.

Section 16 Individuals Must Pre-Clear All Trades. The Board of Directors of the Company (the “Board”) has determined those persons who are “executive officers” and who are thus, along with the members of the Board (collectively, the “Section 16 Individuals”), subject to the reporting and liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the related rules and regulations. These Section 16 Individuals are subject to both the blackout periods and the pre-clearance procedures imposed by the Policy. Except for pre-approved trading plans as discussed in “Exceptions to the General Policies” in the Policy, Section 16 Individuals must pre-clear all trades, even those occurring during an open trading window, in order to ensure compliance with the Section 16 reporting requirements for such trades.

B.

Everyone Else is Subject To Blackouts. The Company has determined that all of its officers, directors, employees, and certain of its consultants are subject to the black-out periods imposed by the Policy. Under special circumstances, certain persons who are not Section 16 Individuals may come to have access to Inside Information for a period of time. During such period, such persons will also be subject to the pre-clearance procedures applicable to Section 16 Individuals. Individuals subject to quarterly blackout periods will be informed by the Compliance Officer that they are listed on the covered persons list maintained by the Compliance Officer (the “Covered Persons List”).

III.

Oversight of Policy. The Board, assisted by the Compliance Officer, shall oversee the implementation and enforcement of the Policy.

IV.

Appointment of Compliance Officer. The Company has appointed Kendall Larsen (or his designee) as the Company’s Insider Trading Compliance Officer (the “Compliance Officer”). In order to ensure compliance with the Policy and in particular Section V.E. of the Policy, the Compliance Officer is authorized to designate one or more persons to assist in administering the Policy.

V.

Duties of Compliance Officer.

A.

Pre-clearing all transactions involving the Company’s stock by the Section 16 Individuals, in order to determine compliance with the Policy, insider trading laws, Section 16 of the 1934 Act, Rule 144 promulgated under the Securities Act of 1933, and other applicable securities laws, as adopted and amended from time to time.

B.

Assisting in the preparation and filing of Section 16 reports (Forms 3, 4, and 5) for all Section 16 Individuals, and other applicable reports (whether filed by the Company or the individual), including providing memoranda and other appropriate materials to its officers and directors regarding compliance with Section 16, its related rules, and other applicable disclosure rules.

C.

Serving as the designated recipient at the Company of copies of reports filed with the SEC by Section 16 Individuals under Section 16 of the 1934 Act and other reports required by applicable disclosure rules.

D.

Providing upon hire and making available, reminders to all Section 16 Individuals and other individuals subject to disclosure rules regarding their obligations to report or to assist the Company in complying with its reporting obligations.

E.

Establishing procedures designed to ensure that the Company will be in a position to comply with any securities law disclosure rules, either currently in force or that may be adopted in the future, that apply to the Company and relate to insider transactions involving Company stock. The procedures may include requiring an insider to notify the Compliance Officer sufficiently in advance of engaging in a transaction both to allow pre-clearance of the transaction for purposes of the Policy and to prepare any reports the Company is required to file, and requiring an insider to make available to the Company all information necessary for the Company to comply with applicable disclosure rules.

F.

Performing periodic cross-checks of available materials, which may include Forms 3, 4, and 5, Form 144, officer and director questionnaires, and reports received from the Company’s stock administrator and transfer agent, to determine trading activity by officers, directors, and others who have, or may have, access to Inside Information.

G.

Making available the Policy (or a summary of the Policy) to all individuals subject to the Policy, and providing the Policy and other appropriate materials to new employees and consultants, and otherwise ensuring that appropriate education of affected individuals is accomplished.

H.

Providing periodic reports on ongoing compliance matters, including any disciplinary actions, regarding the Policy to the Board if requested, on a quarterly basis, and otherwise assisting the Board in implementation of the Policy and this Compliance Program.

1.

Don’t trade while in possession of material nonpublic information. From time to time you may come into possession of material nonpublic information as a result of your service or relationship with the Company. You may not buy, sell, trade or otherwise transact in any stock of the Company or other securities involving the Company’s stock at any time while you possess material nonpublic information concerning the Company (whether during a “blackout period,” if applicable, or at any other time). It is not an excuse that you did not “use” the information in your transaction. You must wait to trade until newly released material information has been public for at least two full trading days. The term “trading day” means a day on which national stock exchanges are open for trading. A “full” trading day has elapsed when, after the public disclosure, trading in the relevant security has opened and then closed.

2.

Don’t trade during blackout periods. The Company prohibits all officers, directors, employees, and certain other individuals designated by the Company from trading during black-out periods (whether regularly scheduled blackout periods, or special blackout periods implemented from time to time). It is your responsibility to know when the Company’s regularly quarterly blackout periods begin and end. If you are informed that the Company has implemented a special blackout period, you may not disclose the fact that trading has been suspended to anyone, including other Company employees (who may themselves not be subject to the blackout), family members (other than those subject to this Policy who would be prohibited from trading because you are), friends, or brokers. You should treat the imposition of a special blackout period as material nonpublic information. Please see the “Blackout Period” under “Definitions used in this Policy” for more information regarding special blackout periods.

3.

Pre-clear trades involving Company stock. If you are unsure about whether information you possess would qualify as material nonpublic information and whether you therefore should refrain from trading in the Company’s stock, you should pre-clear any transactions involving Company stock that you intend to engage in with the Compliance Officer. If the Compliance Officer is seeking to pre-clear a transaction, he or she should pre-clear the transaction with the Chief Financial Officer and/or the chair of the Audit Committee of the Board.

4.

Don’t give nonpublic information to others. Don’t give nonpublic information concerning the Company (commonly referred to as “tipping”) to any other person, including other directors, officers, employees, consultants, contractors or advisors whose roles do not require them to have the information, and including friends, family members, business associates, investors or consulting firms, without prior written authorization from the Compliance Officer, and don’t make recommendations or express opinions about trading in the Company’s stock under any circumstances, regardless of whether you derive any profit or personal benefit from doing so.

5.

Don’t discuss Company information with the press, analysts, or other persons outside of the Company. Announcements of Company information is regulated by Company policy (separate from this Policy) and may only be made by persons specifically authorized by the Company to make such announcements. Laws and regulations govern the nature and timing of such announcements to outsiders or the public and unauthorized disclosure could result in substantial liability for you, the Company, and its management. If you receive inquiries from any third party about Company information, you should notify the Compliance Officer immediately.

6.

Don’t participate in Internet message boards, blogs, or social media platforms in which the Company, its business, or its stock is discussed.

7.

Reporting violations. If you believe someone is violating this Policy or otherwise using material nonpublic information that they learned through their position at the Company to trade securities, you should report it to the Compliance Officer, or if the Compliance Officer is implicated in your report, then you should report it to the Company’s Chief Financial Officer. If your situation requires that your identity be kept secret, your anonymity will be preserved to the greatest extent reasonably possible.

8.

Don’t engage in speculative transactions involving the Company’s stock. Don’t engage in any transactions that suggest you are speculating in the Company’s stock (that is, that you are trying to profit in short-term movements, either increases or decreases, in the stock price).

9.

Don’t engage in hedging or derivative transactions involving Company stock. You may not, directly or indirectly, engage in hedging or derivative transactions, including (a) trade in publicly-traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities (other than stock options, restricted stock units and other compensatory awards issued to you by the Company) or (b) purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company equity securities either (i) granted to you by the Company as part of your compensation or (ii) held, directly or indirectly, by you.

10.

Pledging Transactions. You may not pledge the Company's securities as collateral for any loan or as part of any other pledging transaction.

11.

Margin Accounts. You may not hold the Company's common stock in margin accounts.

12.

Don’t engage in short sales involving Company stock. You may not engage in short sales (meaning the sale of a security that must be borrowed to make delivery) or “selling short against the box” meaning the sale of a security with a delayed delivery) with respect to Company securities. Short sales may signal to the market possible bad news about the Company or a general lack of confidence in the Company’s prospects, and an expectation that the value of the Company’s securities will decline.

13.

Observe the Section 16 liability rules applicable to officers, directors, and 10% stockholders. Certain officers of the Company, directors, and 10% stockholders must also conduct their transactions in Company stock in a manner designed to comply with the “short-swing” trading rules of Section 16(b) of the 1934 Act. The practical effect of these provisions is that officers and directors who purchase and sell, or sell and purchase, Company securities within a six-month period must disgorge all profits to the Company whether or not they had any nonpublic information at the time of the transactions. Certain exemptions to the “short-swing” trading rules may apply, such as the exercise of stock options granted by an independent compensation committee. However, due to the complexity of these provisions and the potential for Section 16 liability, please direct any questions you have regarding such transactions to the Compliance Officer before engaging in any transactions involving Company stock.

14.

Comply with public securities law reporting requirements. Federal securities laws require that officers, directors, large stockholders, and affiliates of the Company publicly report transactions in Company stock (on Forms 3, 4, and 5 under Section 16, Form 144 with respect to restricted and control securities, and, in certain cases, Schedules 13D and 13G). The Company takes these reporting requirements very seriously and requires that all persons subject to public reporting of Company stock transactions adhere to the rules applicable to these forms. Where issues arise as to whether reporting is technically required (particularly issues that turn on facts specific to the transaction and the individuals involved, or on unsettled issues of law), the Company encourages its insiders to choose to comply with the spirit and not the letter of the law — in other words, to err on the side of fully and promptly reporting the transaction even if not technically required to do so.

15.

Make sure your family members do not violate this Policy. Please remember that this Policy does apply to members of your immediate family, persons with whom you share a household, your economic dependents and any other individuals or entities whose transactions in securities you influence, direct or control. Therefore, you are responsible for making sure that such persons and entities do not engage in any transaction that would violate this Policy, in addition to separately ensuring you do not as well.

1.

Purchases Under Employee Stock Option and Stock Purchase Plans. The exercise (without a sale or any other associated market activity) of stock options under the Company’s stock option plans and the purchase of shares under the Company’s employee stock purchase plan, if any, are exempt from this Policy, since the other party to the transaction is the Company itself and the price does not vary with the market but is fixed by the terms of the option agreement or the plan.

2.

Compensation Awards from the Company. The receipt and vesting of stock options, restricted stock units, restricted stock or other equity compensation awards from the Company.

3.

Transactions Related to Tax Withholding Requirements. Net share withholding with respect to equity awards, as applicable, is exempt from this Policy where shares are withheld by the Company in order to satisfy tax withholding requirements, either as required by either the Board (or a committee thereof) or the award agreement governing such equity award, or as you elect, if permitted by the Company, so long as the election is irrevocable and made in writing at a time when a trading blackout is not in place and you are not in possession of material nonpublic information.

4.

10b5-1 Trading Plans. The Company may permit its directors, officers and employees to adopt written 10b5-1 trading plans in order to mitigate the risk of trading on material nonpublic information. These plans allow for individuals to enter into a prearranged trading plan as long as the plan is not established or modified during a blackout period or when the individual is otherwise in possession of material nonpublic information. To be approved by the Company and qualify for the exception to this Policy, any 10b5 1 trading plan adopted by a director, officer or employee must be submitted to the Compliance Officer for approval and comply with the requirements set forth in the Company’s policy entitled “Requirements for Trading Plans.” If the Compliance Officer is the requester, then the Company’s Chief Financial Officer must approve the written 10b5-1 trading plan.

5.

Stock Split or Stock Dividend. Changes in the number of the Company’s securities you hold due to a stock split or a stock dividend that applies equally to all securities of a class or similar transactions are exempt from this Policy.

6.

Transfers by Will or the Laws of Descent and Distribution, or Change in Form of Ownership. The trading restrictions under this Policy do not apply to transfers by will or the laws of descent and distribution, provided that prior written notice is provided to the Compliance Officer, distributions or transfers for tax planning or estate planning purposes that effect only a change in the form of beneficial interest and in which your beneficial ownership and pecuniary interest in the transferred Company securities does not change.

7.

Other Exceptions. Any other exception from this Policy must be approved by the Compliance Officer, in consultation with the Board or an independent committee of the Board. Please be aware that even if a transaction falls within one of the exceptions described above, you will need to separately assess whether the transaction complies with applicable law. If you have any questions, please consult with the Compliance Officer.

1.

Material Information. It is not possible to define all categories of “material” information, but information should be regarded as material if a reasonable investor would be substantially likely to consider it important in deciding whether to buy, hold or sell securities of the Company or view as significantly altering the total mix of information available in the marketplace about the Company as an issuer of the securities. In general, any information that could reasonably be expected to affect the market price of a security is likely to be material. Either positive or negative information may be material.

a.

financial results, key metrics, financial condition, earnings pre-announcements, guidance, projections or forecasts, particularly if inconsistent with the Company’s guidance or the expectations of the investment community;

b.

restatements of financial results, or material impairments, write-offs or restructurings;

c.

changes in independent auditors, or notification that the Company may no longer rely on an audit report;

d.

business plans, budgets customer lists and customer target lists;

e.

creation of significant financial obligations, or any significant default under or acceleration of any financial obligation;

f.

impending bankruptcy or financial liquidity problems;

g.

significant developments involving business relationships, including actual or pending execution, modification or termination of significant agreements or orders with customers, suppliers, distributors, manufacturers or other business partners;

h.

significant information relating to the operation of product or service, such as new products or services, major modifications or performance issues, defects or recalls, significant pricing changes or other announcements of a significant nature;

i.

significant developments in research and development or relating to intellectual property;

j.

significant legal or regulatory developments, whether positive or negative, actual or threatened, including litigation or resolving litigation;

k.

major events involving the Company’s securities, including calls of securities for redemption, adoption of stock repurchase programs, option repricings, stock splits, changes in dividend policies, public or private securities offerings, modification to the rights of security holders or notice of delisting;

l.

significant corporate events, such as a pending or proposed merger, joint venture or tender offer, a significant investment, the acquisition or disposition of a significant business or asset or a change in control of the Company;

m.

major personnel changes, such as changes in senior management or employee layoffs;

n.

data breaches or other cybersecurity events;

o.

updates regarding any prior material disclosure that has materially changed; and

p.

the existence of a special blackout period.

2.

Nonpublic Information. Nonpublic information is that which is not generally known or made available to the public. Information about the Company is considered to be nonpublic even if it is known within the Company but is not yet broadly disclosed to the general public for a sufficient period to be reflected in the price of the security. The Company generally discloses information to the public either via press release or in the regular quarterly and annual reports that the Company is required to file with the SEC. At least two full trading days must pass after the dissemination of information before such information is considered public. However, depending upon the form of the announcement and the nature of the information, it is possible that information may not be fully absorbed by the marketplace until a later time. Any questions as to whether information is nonpublic should be directed to the Compliance Officer.

3.

Blackout Period. During the end of each fiscal quarter and until public disclosure of the financial results for that quarter, persons subject to this Policy may possess material nonpublic information about the expected financial results for the quarter. Even if you don’t actually possess any such information, any trades by you during that period may give the appearance that you are trading on inside information. Accordingly, the Company has designated a regularly scheduled quarterly “blackout period” on trading beginning with the twenty-fifth day of the last month of each quarter and ending at the start of the third full trading day after disclosure of the quarter’s financial results.

4.

Trading Window. The period outside a blackout period is referred to as the “trading window.” Trading windows that occur between the regularly-scheduled quarterly blackout periods can be “closed” by the imposition of a special blackout period if there are developments meriting a suspension of trading by Company personnel.

Date
Signature
Printed Name

Person proposing to trade:
Proposed trade (type and amount):
Manner of trade:
Proposed trade date:
Affiliate of the Company:		☐ Yes          ☐ No

Date:
			(Signature of Compliance Officer)
			(Print name of Compliance Officer)
I am not aware of material nonpublic information regarding the Company. I am not trading on the basis of any material nonpublic information. The transaction is in accordance with the Insider Trading Policy and applicable law. I intend to comply with any applicable reporting and disclosure requirements on a timely basis. I understand that I must execute the trade by the end of the second trading day after the date on which the trade is cleared by the Compliance Officer. I understand that by signing below, I am not obligated to execute the trade.
			(Signature of person proposing trade)