Code of Business Conduct for Suppliers

Conflicts of Interest

Employees of the Company should act in the best interest of the Company. Accordingly, employees should have no relationship, financial or otherwise, with any supplier that might conflict, or appear to conflict, with the employee’s obligation to act in the best interest of the Company. For example, suppliers should not employ or otherwise make payments to any employee of the Company during the course of any transaction between the supplier and any member of the Company. Friendships outside of the course of business are inevitable and acceptable, but suppliers should take care that any personal relationship is not used to influence the Company employee’s business judgment.

If a supplier employee is a family relation (spouse, parent, sibling, grandparent, child, grandchild, in-law, or domestic partner) to an employee of any member of the Company, or if a supplier has any other relationship with an employee of the Company that might represent a conflict of interest, the supplier should disclose this fact to the Company or ensure that the employee does so.

Business and Financial Records

Both the supplier and the Company must keep accurate records of all matters related to the supplier’s business with the Company. This includes the proper recording of all expenses and payments. If the Company is being charged for a supplier employee’s time, time records must be complete and accurate. Suppliers should not delay sending an invoice or otherwise enable the shifting of an expense to a different accounting period.

Protecting Information

Suppliers should protect the confidential information of the Company. Suppliers who have been given access to confidential information as part of the business relationship should not share this information with anyone unless authorized to do so by the Company. Suppliers should not trade in securities, or encourage others to do so, based on confidential information received in the course of providing services to or acting on behalf of the Company. If a supplier believes it has been given access to the Company’s or any other third party’s confidential information in error, the supplier should immediately notify its contact at the Company and refrain from further distribution of the information.

Similarly, a supplier should not share with anyone at the Company information related to any other company if the supplier is under a contractual or legal obligation not to share the information.

Bribery

Suppliers acting on behalf of the Company must comply with the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, as well as all local laws dealing with bribery of government officials and corruption. In connection with any transaction as a supplier to the Company, or that otherwise involves the Company, the supplier must not transfer anything of value, directly or indirectly, to any government official, employee of a government-controlled company, or political party, in order to obtain any improper benefit or advantage.

Suppliers may not give anything of value to a government official on the Company’s behalf (or in the course of interacting with government on the Company’s behalf) without prior written approval from Company legal counsel, which can be obtained through the Supplier’s primary contact/relationship manager at the Company. The Company also prohibits commercial bribery.

Suppliers must keep a written accounting of all payments (including any gifts, meals, entertainment, or anything else of value) made on behalf of the Company, or out of funds provided by the Company. Suppliers must furnish a copy of this accounting to the Company upon request.

Reporting Potential Misconduct

Suppliers who believe that an employee of the Company, or anyone acting on behalf of the Company, has engaged in illegal or otherwise improper conduct, should report the matter to the Company. A supplier’s relationship with the Company will not be affected by an honest report of potential misconduct.