A.

This Policy applies to all directors, and officers of the Company, their family members and members of their households, and entities (such as trusts, partnerships, corporations and investment clubs) over which such directors, officers and employees of the Company have or share voting or investment control (singularly referred to as an “Insider” and collectively referred to as “Insiders”). 

B.

This Policy also applies to any third parties whom the Compliance Officer, as defined below, may designate as individuals with access to material nonpublic information concerning the Company (the “Designated Outsiders”).

C.

This Policy applies to any and all transactions in the Company’s securities, including its common stock and options or other equity awards to purchase or acquire its common stock, and any other type of securities that the Company may issue from time to time, such as preferred stock, promissory notes, convertible debentures and warrants, exchange-traded options and other derivative securities, and rights, whether or not issued by the Company.  For the avoidance of doubt, transactions involving the sale of Company’s equity that may be necessary for personal reasons (such as the need to raise money for an emergency) are subject to this Policy.

D.

This Policy has been provided to each Insider and to all new Insiders and Designated Outsiders at the start of their respective employment or relationship with the Company.  This Policy continues to apply even after the employment or other relationship between the Company and an Insider or Designated Outsider has terminated. A current or former Insider or Designated Outsider may not effect, recommend or influence a transaction in the Company’s securities until any material nonpublic information obtained during such person’s employment or other relationship with the Company either has become public or is no longer material.

A.

Section 16 Individuals. The Company has identified on Attachment A hereto the directors and officers of the Company who are subject to the reporting and liability provisions of Section 16 (“Section 16”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (collectively, “Section 16 Individuals”).  Section 16 Individuals must obtain prior approval (“pre-clearance”) of all trades in the Company’s securities from the Compliance Officer.  The Compliance Officer may amend Attachment A from time to time as necessary to reflect the addition, resignation or departure of Section 16 Individuals.

E.

Other Persons. The Company has designated those persons listed on Attachment B hereto as “Other Persons” who, because of their position with the Company and their access to material nonpublic information, must obtain pre-clearance of all trades in the Company’s securities from the Compliance Officer.  The Compliance Officer may amend Attachment B from time to time as necessary to reflect the addition, resignation or departure of Other Persons.

(1)

Administering this Policy and monitoring and enforcing compliance with all provisions and procedures of this Policy.

(2)

Responding to all inquiries relating to this Policy and its procedures.

(3)

Designating and announcing special trading Black-Out Periods during which no Insiders may trade in the Company’s securities, and determining whether such Black-Out Periods apply to Designated Outsiders.  

(4)

Providing copies of this Policy and other appropriate materials to all current and new directors, officers and employees of the Company, and such other persons whom the Compliance Officer determines have access to material nonpublic information concerning the Company.

(5)

Administering the Company’s compliance with all federal and state insider trading laws and regulations, including, without limitation, Sections 10(b), 16, 20A and 21A of the Exchange Act and the rules and regulations promulgated thereunder, and Rule 144 under the Securities Act of 1933, as amended; and overseeing the preparation and filing of all reports required by the Securities and Exchange Commission (the “SEC”) relating to trading in the Company’s securities by Section 16 Individuals.  

(6)

Periodically reminding all Section 16 Individuals regarding their obligations to report trades in the Company’s securities.

(7)

Reminding, on a quarterly basis, all Insiders and Designated Outsiders of the dates that Trading Windows begin and end.

(8)

Revising this Policy as necessary to reflect changes in applicable federal and state insider trading laws and regulations.

(9)

Maintaining, with the Company’s records, originals or copies of all documents required by the provisions of this Policy or the procedures set forth herein, and copies of all required SEC reports relating trading by Section 16 Individuals.  

(10)

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

(11)

Maintaining the accuracy of the list of Section 16 Individuals and Other Persons, and updating them periodically as necessary to reflect additions to or deletions from each such category of individuals.

(12)

Working with outside counsel in furtherance of the foregoing.

A.

It is the policy of the Company to prohibit the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in securities trading.  The Company will cooperate fully with the SEC and other regulatory authorities in investigating possible violations of this Policy.

F.

In addition to any legal ramifications under applicable state and federal securities laws, Insiders who violate this Policy shall be subject to disciplinary action by the Company, which may include ineligibility for future participation in the Company’s equity incentive plans and/or termination of employment or other relationship with the Company.

G.

This Policy and the guidelines described herein also apply to material nonpublic information relating to other companies, including the Company’s customers, clients and suppliers (“business partners”), when that information is obtained in the course of employment with, or the performance of services on behalf of, the Company.  Civil and criminal penalties, and termination of employment, may result from trading on inside information regarding the Company’s business partners.  All officers, directors, employees, consultants and contractors should treat material nonpublic information about the Company’s business partners with the same care required with respect to information related directly to the Company.

A.

Trading on Material Nonpublic Information.  

(1)

No Insider shall engage in any transaction involving a purchase, sale or gift of the Company’s securities, including any offer to purchase, offer to sell or offer to gift, during any period commencing with the date that he or she possesses material nonpublic information concerning the Company, and ending at the close of trading on the second full Trading Day following the date of widespread public dissemination of that information, or at such time as such nonpublic information is no longer material. As used herein, the term “Trading Day” shall mean a day on which any securities exchange on which any of the Company’s securities are traded is open for trading, commencing at the time trading begins on such day. This restriction on trading does not apply to transactions made under a trading plan adopted pursuant to Rule 10b5-1(c) (17 C.F.R. § 240.10b5-1(c)) under the Exchange Act and acknowledged and confirmed in writing by the Company (an “authorized trading plan”).

(2)

Pursuant to federal and state securities laws, Insiders and Designated Outsiders may be subject to criminal and civil fines and penalties as well as imprisonment for engaging in transactions in the Company’s securities at a time when they have knowledge of material nonpublic information regarding the Company.

H.

Tipping.  

(1)

No Insider shall disclose or “tip” material nonpublic information to any other person (including family members) where such information may be used by such person to his or her profit by trading in the securities of companies to which such information relates, nor shall such Insider or related person make recommendations or express opinions on the basis of material nonpublic information as to trading in the Company’s securities.

(2)

Insiders may be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed material nonpublic information or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in the Company’s securities, even if the disclosing Insider did not profit financially from the trading. The SEC, the major securities exchanges and FINRA use sophisticated electronic surveillance techniques to uncover insider trading and tipping.

I.

Confidentiality of Nonpublic Information. Nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such information is forbidden.  No Insider shall disclose nonpublic information to any other person (including other employees of the Company) other than those who need to know such information to carry out the Company’s business.  In the event any officer, director or employee of the Company, or any Designated Outsider receives any inquiry from outside the Company, such as from a stock analyst, for information (particularly financial results and/or projections) that may be material nonpublic information, the inquiry should be referred to the Compliance Officer, who will coordinate and oversee the release of such information to the investing public, analysts and others in compliance with applicable laws and regulations.

A.

Black-Out Period.  The period beginning at the close of trading (or 11:59 p.m., if such day is not a Trading Day) on the 15th day of the third calendar month of each fiscal quarter and ending at the close of trading on the second Trading Day following the date of public disclosure of the Company’s financial results for that quarter (the “Financial Black-Out Period”) is a particularly sensitive period of time for transactions in the Company’s securities from the perspective of compliance with applicable securities laws.  This sensitivity is due to the fact that officers, directors and certain employees of the Company will, during the Financial Black-Out Period, often possess material nonpublic information about the expected financial results for the quarter during that period.  All Section 16 Individuals and all Other Persons are prohibited from trading in the Company’s securities during a Financial Black-Out Period.  In addition, there may be other time periods when material nonpublic information regarding the Company may be pending. While such information is pending, the Company may impose a special “black-out” period during which the same prohibitions shall apply (a “Special Black-Out Period”, and together with Financial Black-Out Periods, the “Black-Out Periods”).  Persons restricted from trading during Special Black-Out Periods will be notified of the prohibition.  These restrictions on trading do not apply to transactions made under an authorized trading plan. The prohibition against trading during Black-Out Periods encompasses the fulfillment of “limit orders” by a broker, and the broker with whom any such limit order is placed must be so instructed at the time it is placed.  The restrictions on trading during Black-Out Periods continue to apply even after the employment or other relationship between the Company and an Insider, particularly Section 16 Individuals or Other Persons, has terminated, and such restrictions shall apply until the end of any Black-Out Period applicable at the final date of employment or other relationship. 

J.

Trading Window. 

(1)

To ensure compliance with this Policy and applicable federal and state securities laws, the Company requires that all Section 16 Individuals and all Other Persons refrain from conducting transactions involving the purchase,  sale or gift of the Company’s securities other than during the period commencing at the open of market on the third Trading Day following the date of public disclosure of the financial results for a particular fiscal quarter or year and continuing until the close of trading (or 11:59 p.m., if such day is not a Trading Day) on the 15th day of the third calendar month of the next fiscal quarter (the “Trading Window”).  This restriction on trading does not apply to transactions made under an authorized trading plan.

(2)

From time to time within any Trading Window, the Company may also prohibit Section 16 Individuals and Other Persons, and potentially a larger group of employees, consultants and contractors, from trading the Company’s securities because of material developments known to the Company and not yet disclosed to the public.  In such event, such persons may not engage in any transaction involving the purchase, sale or gift of the Company’s securities during the applicable period and should not disclose to others the fact of such suspension of trading.  This restriction on trading does not apply to transactions made under an authorized trading plan.  The Company will re-open any such closed Trading Window at the beginning of the third Trading Day following the date of widespread public dissemination of the relevant information, or at such time as such information is no longer material.

(3)

It should be noted that, even during the Trading Window, no person possessing material nonpublic information concerning the Company, whether or not subject to the Black-Out Period and Trading Window provisions of this Policy, and whether or not the Company has recommended a suspension of trading to that person, should engage in any transactions in the Company’s securities until such information has been known publicly for at least two full Trading Days. This restriction on trading does not apply to transactions made under an authorized trading plan.  Trading in the Company’s securities during the Trading Window should not be considered a “safe harbor,” and all directors, officers and other persons subject to this Policy should use their individual good judgment in applying the guidelines set forth in this Policy whenever considering engaging in transactions in the Company’s securities.

K.

Pre-Clearance of Trades. The Company has determined that all Section 16 Individuals and Other Persons must refrain from trading in the Company’s securities, even during the Trading Window and regardless of whether he or she has material nonpublic information, without first complying with the Company’s “pre-clearance” process and receiving the prior written consent of the Compliance Officer.  Prior to commencing any trade in the Company’s securities, each Section 16 Individual and Other Person must contact the Compliance Officer to request pre-clearance of such trade.  The Compliance Officer will consult as necessary or desirable with senior management of and/or outside counsel to the Company before clearing any such proposed trade.  A request for pre-clearance must be received at least two full business days before the date of the proposed transaction.  All trades in the Company’s securities by the Compliance Officer that are subject to the pre-clearance provisions of this paragraph must be pre-cleared by the Company’s Chief Financial Officer, pursuant to the same procedures applicable to other Insiders, as set forth in this paragraph.  Any Insider wishing to establish a proposed Rule 10b5-1 trading plan must obtain the Compliance Officer’s authorization of such plan before it is adopted.  Thereafter, all trades made by a broker under an authorized trading plan are not subject to these pre-clearance procedures, but each authorized trading plan must provide that the Compliance Officer or designee be notified  of any transactions made under such authorized trading plan. 

L.

Individual Responsibility. Every Insider and Designated Outsider has the individual responsibility to comply with this Policy. An Insider or Designated Outsider may, from time to time, have to forego a proposed transaction in the Company’s securities even if he or she planned to execute the transaction before learning of the material nonpublic information and even though the Insider or Designated Insider believes he or she may suffer an economic loss or forego anticipated profit by waiting.

·

Financial performance, especially quarterly and year-end earnings, significant changes in financial performance or liquidity, or a proposed bankruptcy filing

·

Company projections and strategic plans

·

Material potential mergers and acquisitions, the sale of Company assets, divisions or subsidiaries, or a proposed joint venture or exchange offer

·

New major contracts, projects, customers, or finance sources, or the loss thereof

·

Significant changes or developments in products, research, technologies, services or lines of business

·

Significant pricing changes

·

Stock splits, stock buy-backs, public or private securities/debt offerings, additional borrowings or credit facilities or other financing transactions, or changes in the Company’s dividend policies or amounts

·

Significant changes in senior management

·

Significant labor disputes or negotiations

·

Actual or threatened major litigation or the resolution of such litigation

·

Changes in auditors or auditor notification that its audit report may not be relied upon

·

Short sales of the Company’s securities, including without limitation “sales against the box” (sales with delayed delivery); and

·

Buying or selling puts, calls or other derivative securities relating to the Company’s securities.  A put is an option or right to sell a specific stock at a specific price prior to a set date, and a call is an option or right to buy a specific stock at a specific price prior to a set date.  Call options are purchased when a person believes that the price of a stock will rise, whereas put options are purchased when a person believes that the price of a stock will fall.  Other derivative securities may take various forms, but to the extent they derive a substantial portion of their value from the price of the Company’s securities, trading in them is prohibited.