MUNERA Professional Corporation (“MUNERA” or the “Firm”) is committed to maintaining high standards of business conduct and ethics. This Code of Conduct (the “Code”) reflects the business practices and principles of behaviour that support this commitment. MUNERA requires its directors, officers, employees, agents, representatives and contractors (collectively, “Representatives”) to comply with this Code in the performance of their business responsibilities for Translation Global Exchange.

The Code sets forth broad principles of conduct that are particularly important to maintaining honest and ethical dealings in the course of MUNERA’s business. As this Code is based on principles and may not cover every possible situation that may arise, MUNERA’s Representatives must apply common sense, together with their own highest personal ethical standards, and seek appropriate guidance in making business decisions aligned with the principles in the Code. From time to time MUNERA may adopt additional policies and procedures to further its commitment to honest and ethical dealings, and require its Representatives to comply, if applicable, with them.

Any MUNERA’s Representative who violates the Code may be subject to disciplinary action, which may range from a warning or reprimand to severing of the Representative’s relationship with MUNERA (e.g., termination of employment in the case of an employee) and, in appropriate cases, civil legal action or referral for criminal prosecution.

1. Honest and Ethical Conduct

The integrity and reputation of MUNERA depends on the honesty, fairness and integrity brought to the job by each person associated with the Firm. Unyielding personal integrity is the foundation of corporate integrity. It is the policy of MUNERA to promote high standards of integrity by conducting its affairs in an honest and ethical manner. MUNERA reserves the right to cease dealing with any persons whose activities, past, present or impending, may bring MUNERA’s good reputation into question in any respect.

2. Legal Compliance

Obeying the law, both in letter and in spirit, is the foundation of this Code. MUNERA’s success depends upon each of its Representatives operating within applicable laws. MUNERA’s Representatives must therefore understand the legal and regulatory requirements applicable to their areas of responsibility sufficient to comply therewith in the day to day conduct of business, and to determine various legal consequences for circumstances or facts that may arise from time to time.

MUNERA operates internationally and its Representatives are expected to comply with the applicable laws in all countries in which they conduct or to which they travel while on MUNERA’s business. In particular MUNERA’s Representatives shall be aware of, and comply with laws prohibiting bribery, corruption or the conduct of business with specified individuals, companies or countries. The fact that, in some countries, certain laws are not enforced or that violation of those laws is not subject to public criticism will not be accepted as an excuse for noncompliance.

Where questions arise in the area of legal compliance, the guidance of MUNERA’s Principal should be sought through inquiry of any of its Directors. When in doubt, Representatives must seek assistance before taking any action.

3. Insider Trading and Securities Laws

MUNERA is not a publicly traded company but it will be involved occasionally in the business of providing legal advice to clients who are, or seek to be, publicly traded. It is therefore critical that MUNERA and its Representatives comply with applicable securities laws and regulations pertaining to trading in securities as such activity reflects directly on the integrity and ethics of MUNERA in the conduct of its business. MUNERA’s Representatives who have access to information that is not yet publicly available (“Inside Information”) are not permitted to use or share that information for stock trading purposes or for any other purpose except to provide services to the relevant client. To use Inside Information in connection with buying or selling securities is both unethical and illegal and therefore will not be tolerated by MUNERA. It is also illegal to provide Inside Information to or “tip” others who might make an investment decision on the basis of this information.

4. Confidentiality

In the course of their duties with MUNERA, its Representatives may learn information about MUNERA or its clients that is confidential and proprietary, or that has not been released to the general public (referred to as “Confidential Information”). MUNERA’s Representatives must make all reasonable efforts to keep this information confidential. Confidential Information may include intellectual property, research and similar data, business plans, financial information, personnel data, personally identifiable information pertaining to employees, clients, business associates or other individuals, and similar types of information provided to MUNERA by its clients and business associates. This information may be also protected by patent, trademark, copyright and trade secret laws. The identity of MUNERA’s clients, and in some cases other business relationships, must also be treated as confidential, except where there is express written authorization from MUNERA’s Principal or the third party, or a legal requirement for such information to be publicly disclosed.

MUNERA’s Representatives must keep Confidential Information confidential unless and until that information is released publicly (other than through violation of confidentiality obligations). Where it appears there is a legal obligation to disclose Confidential Information, MUNERA’s Representatives must notify the Principal and may make such disclosure only upon the Principal’s authorization to do so. Where a MUNERA’s Representative is legally precluded from such notification or compelled to make immediate disclosure, to the extent possible, he or she shall seek legal counsel prior to making such disclosure and inform MUNERA’s Principal as soon as possible that such disclosure has been made.

MUNERA’s Representatives are required to refrain from discussing Confidential Information with outsiders and even with other MUNERA’s Representatives, unless they have a legitimate need to know the information in order to perform their responsibilities on behalf of MUNERA. Unauthorized use or distribution of this information could also be illegal or contrary to contractual obligations, and may result in civil liability and/or criminal penalties.

MUNERA’s Representatives shall at all times make reasonable efforts to avoid inadvertent disclosure of Confidential Information by protecting physical materials, electronic information and electronic devices storing Confidential Information from third party access. MUNERA’s Representatives must be cautious when discussing Confidential Information in public places like elevators, airports, restaurants, etc. All MUNERA’s emails, voicemails and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of MUNERA, except where required for legitimate business purposes.

In addition to the above responsibilities, if a MUNERA’s Representative is handling information protected by MUNERA’s privacy policy, he/she/it must handle that information solely in accordance with the applicable policy.

5. Conflicts of Interest

MUNERA respects the rights of its Representatives to manage their personal and non-Firm business affairs and investments. At the same time, MUNERA requires its Representatives, as a condition of their engagement with MUNERA, to avoid conflicts of interest that occur when their personal interests may interfere in any way with the performance of their duties or the best interests of MUNERA. What constitutes a conflict of interest may depend on the nature of relationship of the Representative to MUNERA and their duties on behalf of MUNERA. For example:

MUNERA Representatives shall be free from influences that conflict with the best interests of MUNERA or might deprive MUNERA of their undivided loyalty in business dealings.

Certain external Representatives, however, may be service providers to a variety of third parties (including MUNERA’s competitors), and such representation of third parties may not be a conflict of interest provided that the Representative does not disclose MUNERA’s Confidential Information or conflict with his/her/its professional obligations or terms of engagement with MUNERA;
Moreover, situations that could pose a conflict of interest, when transparently disclosed and approved by MUNERA, may in fact be mutually beneficial to all parties. Questions about a potential conflict or information about an actual or potential conflict should be discussed promptly with MUNERA’s Principal.

MUNERA’s Representatives may not take personal advantage of opportunities that are identified or discovered by such Representatives though their position with MUNERA or through their use of corporate property or information, unless authorized by the Principal. Representatives must not use their position with MUNERA or its Confidential Information for improper personal gain, nor to compete with MUNERA in any way.

Whether or not a conflict of interest exists or may transpire can be unclear. Although no list can include every possible situation in which a conflict of interest could arise, the following are examples of situations that may, depending on the facts and circumstances, involve conflicts of interests where not approved in advance by MUNERA’s Principal:

Employment by, including consulting for, a competitor of MUNERA, excluding third party service providers who have not committed to exclusive relationship with MUNERA.

Owning, directly or indirectly, a significant financial interest in any entity that does business, seeks to do business or competes with MUNERA.

Conducting MUNERA’s business transactions with related parties or family members or a business in which the Representative has a significant financial interest.

6. Maintenance of Corporate Books and Records

As a non-public company, MUNERA’s public disclosure obligations are limited. However, MUNERA’s records serve as a basis for managing its business and supporting legal compliance and are important in meeting its obligations to all those with whom MUNERA does business. Therefore, MUNERA’s business records should be completed accurately and honestly. The making of false or misleading entries, or entries that intentionally hide or disguise the nature of any transaction, asset or liability, is strictly prohibited. MUNERA’s Representatives must comply with MUNERA’s policies for expense approvals and reimbursements, and no cash or other assets may be maintained for any purpose in any unrecorded or “off-the-books” fund.

7. Gifts and Other Benefits

Gifts, hospitality and other benefits may not be offered, provided or accepted by any MUNERA’s Representative in the course of business except without the express permission of the Principal where consistent with customary business practices and not (a) of more than token or nominal monetary value, (b) cash or a cash equivalent, (c) susceptible of being construed as a bribe or kickback, (d) made or received on more than an occasional basis, (e) a potential conflict of interest, or (f) in violation of applicable laws or regulations. This principle applies to MUNERA’s transactions worldwide, even where the practice is widely considered “a way of doing business.”

8. Protection and Proper Use of Company Assets

All employees are expected to protect MUNERA’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on MUNERA’s profitability, and adversely affect the integrity and reputation of MUNERA. Theft, even of insignificant value, will not be tolerated, and will be prosecuted. MUNERA’s property, such as office supplies, computer equipment and personal communication devices are expected to be used responsibly, only for legitimate business purposes, although incidental personal use may be permitted. MUNERA’s property and assets, and in particular, computing and communications equipment, must not be used to commit any unlawful or illegal act, including harassment, libel or fraud. MUNERA’s Representatives may not use MUNERA’s corporate names or trademarks, or those of any MUNERA’s client, for any personal purpose.

MUNERA’s Representatives may not, while acting on behalf of MUNERA or while using its computing or communications equipment or facilities access the internal computer system or other resource of another entity without express written authorization from that entity, and then only within the scope of that authorization.

Unsolicited bulk email (also known as “spam”) is regulated by law in a number of jurisdictions, and may in certain circumstances be illegal, if not inappropriate for MUNERA’s legitimate business interests. Sending unsolicited bulk email to persons outside of MUNERA, on behalf of MUNERA or using MUNERA’s equipment, services or facilities must be approved in writing in advance by MUNERA’s Principal.

All data residing on or transmitted through MUNERA’s computing and communications facilities, including email and word processing documents, is the property of MUNERA and subject to inspection, retention and review by MUNERA, with or without an employee’s or third party’s knowledge, consent or approval, and in accordance with applicable law. Any misuse or suspected misuse of MUNERA’s assets must be immediately reported to the Principal.

9. Media, Speaking Engagements, Public Disclosures

It is MUNERA’s policy to disclose information concerning MUNERA to the public only through specific limited channels to ensure consistent communications and to avoid inappropriate publicity. All MUNERA’s information intended to be publicly disseminated, including promotional and marketing materials, must be approved in advance by its Principal.

Unauthorized posting or discussion of any information concerning MUNERA’s business, information or prospects on the Internet is prohibited. MUNERA’s Representatives may not discuss MUNERA’s business, information, clients or prospects in any “chat room” or web log (“blog”), regardless of whether a personal name or a pseudonym is used during these forms of discussion.

MUNERA’s Representatives may not provide any information to the media about MUNERA, for any purpose, even confidentially or anonymously. All inquiries or calls from the press and any third party should be referred to the Principal who is the only authorized spokesperson on behalf of MUNERA. Any MUNERA’s Representative who seeks to speak publicly, or make any public presentation or representation on behalf of, or referring to, MUNERA, must be approved in writing in advance by the Principal.

10. Compliance Standards and Procedures

MUNERA promotes awareness of and compliance with the Code by requiring all of its Representatives to review and certify their compliance with this Code annually. If a Representative encounters a situation or is considering a course of action and its appropriateness is unclear, he/she/it shall discuss the matter promptly with MUNERA’s Principal as even the appearance of impropriety can be very damaging and should be avoided.

If a Representative is aware of a suspected or actual violation of Code standards by others, he/she/it has a responsibility to report it. Representatives are expected to promptly provide the Principal with a specific description of the violation that they believe has occurred, including any information they have about the parties involved and the time of the violation. Representatives should do so without fear of any form of retaliation. Swift disciplinary action will be taken against any Representative who retaliates against another for reporting an issue, up to and including termination of employment or business relationship.

Where a potential, actual or prospective violation of this Code is identified, the Principal will investigate, engage internal and external advisors where appropriate, and determine preventative, remedial and/or disciplinary action, or other measures necessary to preserve, promote or restore responsible, legally-compliant and ethical conduct.

Any waiver of this Code may be authorized only by MUNERA’s Principal.