Code of Business Conduct and Ethics

ETHICAL STANDARDS

Ventures Capital is committed to high ethical standards in all our activities and in compliance with applicable laws and regulations. Ventures Capital's integrity is one of our most important assets and Ventures Capital expects all employees to safeguard and protect that integrity. All Ventures Capital employees must conduct business in an ethical and legal manner whether dealing with customers, vendors, distributors, or each other. In order to promote an ethical culture and a commitment to compliance with the law, this Code of Business Conduct and Ethics (the "Code") is designed to help employees understand their responsibilities to uphold the highest standards of business.

All Ventures Capital officers, managers, employees, and any other contractor, consultant or person acting in the name of Ventures Capital and its sister companies are expected to comply with our ethical obligations. The following standards of conduct will be enforced at all organizational levels. Any employee who violates, or fails to report a violation of these standards will be subject to disciplinary action, up to and including separation. Acts constituting criminal conduct may also subject the perpetrator to fines and imprisonment.

This Code supplements other Ventures Capital policies and procedures, including the Ventures Capital Employee Handbook and core competencies. This Code does not replace existing policies and procedures.

REPORTING VIOLATIONS

Ventures Capital encourages its employees to provide information that may assist Ventures Capital in investigating and correcting any ethical or legal violations that may occur. Ventures Capital also has a strict non-retaliation policy. No form of retaliation will be tolerated for reports made in good-faith.

If Ventures Capital employees are aware of a possible violation of this Code or principles, policies, or any other legal or regulatory requirements they must notify their supervisor (if the supervisor is not involved), Human Resources, or Corporate Management. This notification may be done in person, by phone, via email (to admin@venturescapital.com) or via the Ventures Capital website (contact us section). All reports are confidential and information will be shared on a need to know basis. Reports can also be made anonymously in compliance with local law. Ventures Capital may have an obligation to investigate and, in some situations, report to appropriate governmental authorities whenever Ventures Capital has reasonable grounds to believe that there has been a 1) violation of criminal law involving fraud, conflict of interest, bribery, or gratuity violations; 2) violation of the civil False Claims Act (31 U.S.C. 3729-3733); or 3) a violation of U.S. export control regulations.

Employees are protected by law under whistleblower protection provisions if they report gross mismanagement, gross waste, public safety issues, abuse of authority, or violation of law in the implementation or use of stimulus funds pursuant to section 1553 of the American Recovery and Reinvestment Act of 2009 (Pub.L. 111-5). Ventures Capital may not discharge, demote, or otherwise discriminate against employees as reprisal for making such reports.

Ventures Capital's Human Resources Organization has been designated with responsibility for overseeing and monitoring compliance with this Code. The Human Resources Department will make periodic reports to Ventures Capital's Corporate Management for this purpose regarding the implementation and effectiveness of this Code.

PROTECTING PROPRIETARY AND CONFIDENTIAL INFORMATION

During employment with Ventures Capital, employees may have access to intellectual property and confidential information relating to Ventures Capital, Ventures Capital's employees, and its customers. All employees must protect Ventures Capital and its customers' proprietary and confidential information from improper disclosure. Ventures Capital employees must never accept confidential information from another person or company, or sign a confidentiality agreement in favor of someone else, without proper internal authorization.

All Ventures Capital employees sign a "Trade Secrets, Proprietary Information, and Inventions Agreement" which, along with various laws, gives Ventures Capital ownership of work developed by employees in the scope of their employment. Ventures Capital employees are obligated to cooperate with Ventures Capital to obtain intellectual property rights as may be necessary to protect Ventures Capital's rights in the work product.

Ventures Capital requires all software, data, images, or other third party-owned materials installed on its computer equipment and mobile devices to be properly licensed. To ensure the compliance of all employees with Ventures Capital's copyright policy, all obligations imposed by the vendors of software, data, images, or other third party-owned materials and by law must be adhered to at all times.

MAINTAINING ACCURATE FINANCIAL RECORDS

Ventures Capital is committed to maintaining accurate and timely financial records. Ventures Capital's record keeping procedures are essential to ensure that all costs are properly charged and allocated. It is critical to Ventures Capital, that all financial and non- financial data be accurate, complete and valid in all material respects.

Every employee is expected to complete their electronic time card promptly and accurately, in accordance with the time charging guidelines. Similarly all check requests, travel expenses and other costs must be accurately coded to the proper expense accounts.

PERSONAL CONDUCT OF EMPLOYEES

Ventures Capital is committed to providing a safe and productive work environment that is free from all forms of sexual or other illegal harassment, violence, or illegal discrimination. All employees and non-employees in a business relationship with Ventures Capital must comply with this policy. Further, Ventures Capital employees may not perform work while impaired due to drugs or alcohol, and must comply with the Ventures Capital drug free workplace policy. Ventures Capital is a weapons-free work site. Please refer to the Employee Responsibilities section of the Employee Handbook for additional details.

Ventures Capital prohibits the use of forced or involuntary labor, including all forms of child labor, human trafficking, and slavery. The Company is committed to preventing these practices in its supply chain and it expects suppliers to do the same.

EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE

Ventures Capital complies with Equal Employment Opportunity laws and does not discriminate on the basis of race, color, national origin, sex, age, disability, creed, religion, sexual orientation, or veteran status in treatment or employment. Ventures Capital also makes reasonable accommodations for people with disabilities. Please reference the Equal Employment Opportunity Policy.

CONFLICTS OF INTEREST

Ventures Capital discourages employees from engaging in any activity that is, or may appear to be, a conflict of interest with the employee's duties at Ventures Capital. Every employee is expected to avoid circumstances where personal or family interests actually or potentially conflict with the interests of Ventures Capital. Employees must declare in writing to Human Resources any hires of relatives or close associates, in addition to any financial interests employee or employee's relatives or close associates have in any competitors, customers, or suppliers to Ventures Capital. Employees elected or appointed to public office, or to external boards with organizations related to or affiliated with Ventures Capital competitors, customers, suppliers, or partners must also disclose these positions to Human Resources.

GIVING AND ACCEPTING GIFTS

All dealings with customers and potential customers must be legal, fair, and open. Ventures Capital does not tolerate bribery or corruption. Ventures Capital employees may never accept or solicit bribes, improper payments, gifts or gratuities from or to any Ventures Capital customer or supplier. Ventures Capital employees may not on behalf of Ventures Capital give or solicit a gift, entertainment, meals, political contributions, charitable donations, or other gratuity of any kind, nor may they accept a gift, entertainment, meals, or other gratuity from a customer, supplier, vendor representative or business partner greater than $20.00 market value without Corporate Management approval. Ventures Capital employees may not give a public official anything of value: 1) with the intent to influence any official act; 2) to influence the official to commit or aid in fraud; nor 3) to induce the official to act in violation of their official duties.

ACCURATE STATEMENTS AND REPRESENTATIONS

Whenever Ventures Capital employees are called upon to make statements about competitors and their products or about Ventures Capital products and services, they should do their utmost to make sure these statements are current and accurate.

ANTITRUST LAWS

Ventures Capital believes in fair and open competition and requires strict adherence to all applicable Antitrust or Competition laws worldwide. All employees must, at all times, comply with Antitrust or Competition laws and Ventures Capital's antitrust and competition policies, including any regional policies that apply to particular businesses. Employees are not to seek proprietary competitor information either directly, or from others, which may have resulted from a breach of confidentiality or lapse of integrity. Business relationships with Ventures Capital's customers, suppliers, and competitors must comply with all applicable laws, including U.S. antitrust laws. Any questions regarding Antitrust Laws may be directed to the Contracts and Legal Services department for clarification.

As a general rule, agreements and/or arrangements among competitors regarding (among other things) prices, trading conditions, projected sales for any specific products or services, revenues and expenses, production schedules, inventories or sharing markets violate antitrust laws. The exchange of competitive or proprietary information must also be avoided. These guidelines also apply to informal contacts with competitors, including those at trade shows or meetings of professional organizations.

EXPORT CONTROL

Ventures Capital is committed to promoting business while complying with all applicable U.S. export control laws and regulations that guide the transfer, export, sale, or release of any product including hardware, software, data, or technology from the United States. Guidance on compliance with U.S. export control regulations is available in the Ventures Capital Export Compliance Manual. Any additional questions regarding export control may be directed to the Contracts and Legal Services department for clarification.