Introduction

This Code of Business Conduct and Ethics (this “Code”) shall apply to all the employees of Newt Global
and its subsidiaries (the “Company”), and its subcontractors and partners, and is designed to provide
guidance regarding the Company’s standards of integrity and business conduct. Every director, officer,
employee and subcontractor of the Company is expected to adhere to the principles and procedures
set forth herein.

The purpose of this Code is to promote:
• Honest and ethical conduct, including fair dealing and the ethical handling of actual or apparent interest between personal and professional relationships;

• Conducting business with professional competence and integrity;
• Full, fair, accurate, timely and understandable disclosure;
• Compliance with applicable laws, rules and regulations;
• Prompt reporting of violations of this Code; and
• Accountability for adherence to this Code and to deter wrongdoing.

If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about
these conflicts, you should ask your supervisor how to handle the situation.

Those who violate the standards in this Code will be subject to disciplinary action, up to and including
termination of employment and any other remedy available by Law.

1. Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards
are built. All directors, officers and employees must respect and obey the laws, rules and regulations of
the cities, states and countries in which we operate. It is the personal responsibility of each individual to
adhere to the standards and restrictions imposed by those laws, rules and regulations.

Any director,officer or employee who is unfamiliar or uncertain about the legal rules involving the Company’s business conducted by him or her should consult with higher levels of management or the Company’s legal
department (the “Legal Department”) before taking any actions that may jeopardize the Company or that
individual.

2. Professional Competence and Integrity
The Company is committed to deliver professional services in accordance with its policies and relevant
technical and professional standards, to meet its contractual obligations, and to uphold its name and
reputation.

3. Conflicts of interest
A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the
Company. A conflict situation can arise when a director, officer or employee takes actions or has interests
that may make it difficult to perform his or her Company work objectively and effectively.

Conflicts of interest may also arise when a director, officer or employee, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of
obligations of, employees and their family members may create conflicts of interest.

It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor,
customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The
best policy is to avoid any direct or indirect business connection with our customers, suppliers or
competitors, except on our behalf.

Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the board of directors of the Company (the “Board”).

Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of anagement or the Legal Department. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of supervisor, manager or other appropriate personnel.

4. Confidential Information
Employees must maintain the confidentiality of confidential information entrusted to them by the Company
or its customers and suppliers, except when disclosure is authorized by the Legal Department or required
by laws or regulations. Confidential information includes all non-public information that might be of use to
competitors, or harmful to the Company or its customers and suppliers, if disclosed.

It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

The confidentiality of information must be maintained regardless of the method of communication,
including through personal contact, written or oral communications, and electronic means.

Electronic means include, among other things, emails and postings on personal web logs (or blogs), Twitter,
MySpace, Facebook, or similar social networking services or channels.
Therefore, the Company’s employees are prohibited from disclosing any information about the Company,
its customers or suppliers, to any person outside the Company, except as specifically allowed by the
Company’s corporate governance and disclosure guidelines.

Do not comment on work-related legal matters unless you are the Company’s official spokesperson for the matter and have the Company’s legal and management approval to do so. This prohibition includes the disclosure of information through any social networking services or channels, such as blogs, Twitter, MySpace and Facebook.

5. Corporate Opportunities
Employees are prohibited from taking for themselves personally (or directing to a third party) opportunities
that are discovered through the use of corporate property, information or position without the consent of
the Board. No director, officer or employee may use corporate property, information, or position for
improper personal gain, and no employee may compete with the Company directly or indirectly.
Employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so
arises.

6. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. Obtaining illegally proprietary information,
possessing trade secret information that was obtained without the owner’s consent or inducing such
disclosures by past or present employees of other companies is prohibited. Each employee should
endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors
and employees.

No Employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and soundworking relationships, not to gain unfair advantage with customers.

7. Non-Discrimination, Non-Harassment and Diversity
The diversity of the Company’s directors, officers, and employees is a tremendous asset. We are firmly
committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal
discrimination or harassment of any kind.

Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances, intimidation based on sex, race, religion etc.

Newt Global actively encourages its subcontractors to embrace diversity in their own business practices
that includes having a diverse workforce, encouraging minority hiring that goes beyond minimum
compliance, and encouraging minority certification by its suppliers/subcontractors.

8. Health and Safety
The Company strives to provide each employee with a safe and healthy work environment, free of
threats, intimidation and physical harm, that also supports accident prevention and minimizes exposure to
health risks .

Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted.

Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol and comply with all applicable safety and health laws and regulations in the jurisdictions in which
we operate.

9. Compliance with Child labor laws, Contract labor rights, Wages
The Company will not engage in, nor support the use of child labor. We are required to comply with
applicable child labor laws like Fair Labor Standards Act (FLSA) in the USA and applicable child labor
laws in the country of operation and employ only workers who meet the applicable minimum legal age
requirement for their location.

Company will comply with all applicable federal, state, and local common and statutory laws and regulations and governmental rulings, including but not limited to laws, regulations and governmental rulings relating to: labor (e.g., NLRA and state/local equivalents);

  • EEO and employment discrimination (e.g., Title VII, ADA, ADEA, Pregnancy Discrimination Act, Equal Pay Act, and state/local equivalents);
  • workers’ compensation; wages and hours (e.g., FLSA and state/local equivalents);
  • timekeeping practices; benefits (e.g., ERISA, COBRA, HIPAA and state/local equivalents);
  • unemployment compensation;
  • immigration, visas and work authorizations (e.g., IRCA and state/local
    equivalents);
  • workplace safety (e.g., OSHA and state/local equivalents);
  • leaves of absence (e.g., FMLA,USERRA, pregnancy leave laws, and state/local equivalents);
  • polygraph laws (e.g., PPA and state/local
    equivalents);
  • background check laws (e.g., FCRA, FISMA, NIST and state/local equivalents);
  • plant closing laws (e.g., WARN Act and state/local equivalents);
  • meal and rest break laws; and whistleblower laws.

Company will also comply with all laws and applicable rules and regulations applicable to U.S.
Federal Contractors, where applicable, including but not limited to, those promulgated and enforced by
the U.S. Department of Labor’s Office of Federal Contract Compliance Programs (OFCCP). Company
shall refer all Qualified candidates for contract assignments without regard to race, color, religion, sex,
national origin, disability, veteran status, and/or any other category recognized as protected by any
applicable federal, state or local law.

10. Compensation and Working Hours & Conditions
Newt Global pledges to always comply with all applicable wage and hour labor laws and regulations governing employee compensation, reimbursements, taxes, and working hours.

11. Record-Keeping
The Company requires honest and accurate recording and reporting of information, including time sheets,
sales records and expense reports, in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported.
Many directors, officers and employees regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask
your supervisor or your controller.

All of the Company’s books, records, accounts and financial statements must be maintained in
reasonable detail, must appropriately reflect the Company’s transactions and must conform both to
applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the
books” funds or assets should not be maintained unless permitted by applicable law or regulation.

Business records and communications often become public, and we should avoid exaggeration,
derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be
misunderstood. This applies equally to e-mail, internal memoranda, and formal reports.

Records should always be retained or destroyed according to the Company’s record retention policies.

In accordance with those policies, in the event of litigation or governmental investigation please consult the Legal Department.

12. Protection and Proper Use of Company Assets
All the employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft,
carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of
fraud or theft should be immediately reported for investigation. Company equipment should not be used
for non-Company business, though incidental personal use may be permitted.

The obligation of employees to protect the Company’s assets includes its proprietary information.
Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and
copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas,
designs, databases, records, salary information and any unpublished financial data and reports.

Unauthorized use or distribution of this information would violate Company policy. It could also be illegal
and result in civil or even criminal penalties.

13. Corruption and Bribery
The Company has a zero-tolerance for bribery and/or corruption, and accordingly:
• The Company through its employees or anyone on its behalf shall not offer, give, or receive
bribes or inducements for any purpose, whether directly or through a Third Party;
• The Company shall not knowingly enter into business relationships with any person or entity who
gives or receives bribes or inducements for any purpose, whether directly or through a Third
Party.
• The Company shall comply with applicable laws, regulations and contract requirements relating to
the fight against bribery and corruption, as a minimum. Moreover, in the many instances where
the Company sets its own higher standards, the Company shall apply these first;
• The Company shall bring its policy of zero tolerance of bribery and corruption to the attention of
every employee of the Company and to the attention of every actual or potential business
associate of the Company.
• The Company shall rigorously implement, supervise and enforce the foregoing principles of zero
tolerance of bribery and corruption with all of its employees and all of its business associates: and
• Any Employee who encounters an event which raises a concern of inappropriate behavior must
immediately report such behavior to the Company’s Compliance Manager. The Company prefers
such reports to be open and direct but has made the necessary arrangements to enable
anonymous “whistle-blowing” reporting as well.

14. Disclosure
Each employee involved in the Company’s disclosure process, including the Chief Executive Officer and
all senior financial officers, including the chief financial officer and principal accounting officer, is required
to be familiar with and comply with the Company’s internal reporting practices.

This includes the Company’s disclosure controls and procedures and internal controls over financial reporting, to the extent relevant to his or her area of responsibility. Supervisory personnel should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other
appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and
understandable disclosure.

Each Employee who is involved in the Company’s disclosure process must:
• Familiarize himself or herself with the disclosure requirements applicable to the Company as well
as the business and financial operations of the Company.
• Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others,
whether within or outside the Company, including to the Company’s independent auditors,
governmental regulators, and self-regulatory organizations; and
• Properly review and critically analyze proposed disclosure for accuracy and completeness (or,
where appropriate, delegate this task to others).

15. Reporting any Illegal or Unethical Behavior
Employees are required to talk to supervisors, managers or other appropriate personnel about observed
illegal or unethical behavior and when in doubt about the best course of action in a particular situation.
Failure to report such existing or potentially wrongful behavior is itself a violation of this Code. It is the
policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by
employees. Directors, officers and employees are expected to cooperate in internal investigations of
misconduct. The Board shall take all appropriate action to investigate any reported violations of this Code.
If a violation has occurred, the Company will take such appropriate disciplinary or preventive action, after
consultation by the Board, in the case of director or officer, or the Audit Committee, or another committee
of the Board, in the case of any other employee.

16. Submission of Complaints
Complaints about violations of the law or of the Code can be submitted in any form to the direct manager
of the reporting person, or to the local general counsel or to the head of human resources in the relevant
unit. Should none of the above individuals be the appropriate person to handle the complaint, the
reporting person can address the complaint directly to the company president.

We encourage any reporting person to stand behind his/her complaint as we will not allow any retaliation
against reporters of violations. However, we understand the need for allowing anonymity in certain
situations and we welcome such anonymous reports. To ensure the anonymity of all complaints and
specifically complaints regarding accounting practices, internal accounting controls and auditing matters.

17. No Retaliation
The Company is committed to protecting individuals against retaliation. The Company will not tolerate any
retaliation against any person who provides information in good faith to the Company or law enforcement
official concerning a possible violation of any law, regulation or this Code. Any director, officer or
employee who violates this rule may be subject to civil, criminal and administrative penalties, as well as
disciplinary action, up to and including termination of employment.

18. Corporate Social and Environmental Responsibility
In addition to our commitment to absolute adherence to laws and regulations, the Company has adopted
an approach of corporate social and environmental responsibility in everything that we do – and in regard
to all our stakeholders. This means that employees must look beyond the letter of the law to how we
impact people, communities, economies, and the environment; they must maintain dialog with key
stakeholders to understand their expectations, needs and concerns; and they must seek to improve our
overall impact wherever possible in all our business endeavors.

The Company expects all directors, officers, and employees to be familiar with the concept of corporate
responsibility and to take personal responsibility for all actions which can support the Company in being a
good corporate citizen.

19. Policy prohibiting forced labor, human trafficking
In order to promote equality of opportunity and treatment in access to employment and to particular
occupations, Company shall ensure all employees are treated without discrimination on the basis of race,
color, sex, religion, political opinion, national extraction, social origin, or any other form of discrimination
covered by national law and practice, such as age or disability.

Company will ensure that all workers have written contracts, in language that they can easily understand, specifying their rights with regard to payment of wages, overtime, retention of identity documents, and other issues related to preventing forced labor.

20. Amendments and Waivers of the Code of Business Conduct and Ethics
This Code may be amended or modified only by the Board. Any waiver of this Code for executive officers
or directors may be made only by the Board or a Board committee.

Click here to download: Code of Business Conduct and Ethics