Introduction

This Code  of  Business Conduct and  Ethics (“Code”)  describes  the  policies of Think Variant, Inc (the “Company”) for conducting its business in a legal, ethical and honest manner.  It applies worldwide to all employees, officers and directors of the Company and all of its consolidated subsidiaries (“you”).

The purpose of this Code is to:

• prevent the occurrence of illegal, unethical or dishonest behavior;

• detect and stop any behavior of this type that may occur as soon as reasonably possible after it is discovered; and

• take appropriate actions to discipline those who engage in illegal, unethical or dishonest behavior or who otherwise violate this Code or any Company policy.

Our  Commitment  to  Ethical  Behavior  and  the  Law

We are committed to acting with a high degree of integrity and honesty in all business relationships.  In doing so, it is your responsibility to abide by the law and all Company policies, not to participate in illegal or unethical activity, and to seek guidance from the Company’s Legal Department or a member of the Business Conduct and Compliance Team if you are uncertain about the law or Company policy or how either is to be interpreted.

This Code applies to all of our businesses, in all countries.   Your business may have policies and  practices which require more of you than is required by this Code, and the same may be true of local law; in all of those instances you must follow the stricter Code, policy, practice or law.

Any employee who becomes aware of any existing or potential violation of laws, rules, regulations or this Code is required to notify the General Counsel promptly. Failure to do so is itself a violation of this Code. To encourage employees to report any violations, the Company will not allow retaliation for reports made in good faith

Standards of Conduct

Honest and Ethical Conduct

The Company expects you to act honestly and ethically at all times and to comply fully with the policies comprising this Code.

Avoidance of Conflicts of Interest

You are required to avoid conflicts between your personal interests and the interests of the Company and to disclose any activities, financial interests or relationships that may present an actual or potential conflict of interest.   You should therefore avoid any investment, interest or association that interferes or might interfere with the objective or independent exercise of your best judgment or with the performance of your responsibilities in the best interests of the Company.

Specifically, you should:

• deal with all suppliers, customers, competitors, other employees and all other persons doing business with the Company in a fair and objective manner without favor    or    preference    based    upon    personal    financial    considerations;

• not accept from or provide to any supplier, customer or competitor any gift, entertainment or other benefit, including payments or loans, except as expressly permitted under this Code; and

• not own any financial interest in or hold any employment or managerial position with any firm or corporation that is a competitor of, or that does or seeks to do business with the Company, if that interest or position might influence any decision in the performance of your duties.

You should not seek or accept, or offer or give, any payments, fees, loans, services or gifts from or to any person or firm as a condition or result of doing business with the Company.   The Company’s policy does not prohibit gifts of nominal value, normal business meals and entertainment, the exchange of customary reciprocal courtesies between employees of the Company and their business associates, and similar customary and reasonable expenditures to promote general business goodwill.

Expenditures that are more than nominal for gifts to, and the entertainment of, business contacts by employees may be made if the expenditures have been appropriately authorized by your supervisor.   However, entertainment or gifts should not be of substantial monetary value nor exceed that value customarily and openly provided by

responsible competitors of the Company in the area involved.  You should confirm with your supervisor the appropriateness of any material proposed expenditure for gifts or entertainment.   With respect to gifts to and entertainment of government officials or employees,  this  policy  is  subject  to  the  provisions  on  “Governmental  Payments” described  below.    The  Company’s  objective  is  to  compete  in  the  marketplace  by providing superior products and services at competitive prices.  No payment or anything of value in any form shall be given directly or indirectly to anyone anywhere in the world for the purpose of obtaining or retaining business, or to obtain any other favorable action.

You should promptly disclose any actual or potential conflicts of interest in writing to your supervisors or General Counsel.   The Company’s senior executive and financial officers should promptly inform the Company’s Board of Directors of any actual or potential conflicts of interest.  If any conflict or potential conflict of interest arises for a director, the director should promptly inform the Chief Executive Officer.

Corporate Opportunities

You may not take for yourself (or direct others to take) any material business opportunity that is discovered through the use of Company property, information or your position, for personal gain or to compete with the Company, unless the Company has been offered the opportunity and has turned it down.   You owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.   You also owe a duty to not participate in activities adverse to the Company’s interests.

Confidential Information

You are trusted with confidential knowledge and information about the Company and are expected to keep that confidence.  Disclosing such information could hurt the Company or give unfair advantage to competitors, or others.  You should guard against improper or premature disclosure of confidential information to the outside, or to employees who do not require the information to perform their jobs.

Confidential information can include information about employees, products, technology, financial data, customers suppliers and competitors, long range plans, business plans including potential  acquisitions, manufacturing systems and procedures, research and development work, and computer data that is not published or in the public domain.  The use of confidential information for personal gain by an employee or anyone else goes against these guidelines and, in many cases, can be against the law.

Communication with the media and the public is the responsibility of designated spokespersons within the Company.  In the event you are contacted by the media or otherwise asked to speak on behalf of or concerning the Company, you should decline to comment and refer the matter to your supervisor.

Special  care  should  be  taken  when  transmitting  confidential  information  through electronic communications. Electronic communications, such as voice mail, e-mail, fax, and Internet, allow for quick dissemination of information to a large audience.    Before transmitting any confidential information electronically, you should ensure that the recipient has signed a confidentiality agreement or has otherwise agreed to maintain the confidentiality of the information being transmitted.

Electronic communications practices are outlined in greater detail in  the Company’s [local implementation of the Computer Usage Policy].   To protect brand equity,  the Company’s names and logos should be used only in accordance with Company policies and only as authorized for legitimate business purposes.

Fair Dealing

You should endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees.  You should not take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentations of material facts or any other unfair-dealing practice.

Protection and Proper Use of Company Assets

You should protect the Company’s assets and ensure their efficient use.  Theft and waste have direct impact on the Company’s profitability.  All Company assets should therefore be used only for legitimate business purposes.  By way of example:

• Do not make personal use of company assets which creates any additional costs for the Company, interferes with work duties or violates any company policies.

• Do not allow Company property to be used to help carry out illegal acts.

Diversity and Equal Employment Opportunity Laws

The Company values diversity in its workforce and attempts to foster an appreciation of the different cultural values of its increasingly diverse employee population.   It is the Company’s policy to provide employment opportunities without regard to race, religion, color, national origin, sex, age, disability or any other reason prohibited by federal, state or local laws in the United States.  Other countries in which the Company does business may also have laws prohibiting various types of discrimination. The Company requires you to abide by all employment and labor laws applicable to the operating unit or office where you work.   To that end, it is the policy of the Company to maintain a work environment free from discrimination or harassment of any type.  The Company believes that every employee has the right to work in an environment free of discrimination, sexual harassment and ethnic, racially discriminatory or sexually oriented joking or epithets.

Health and Safety Laws

It is the Company’s policy that all Company personnel will be provided with a safe and healthy work environment, and that all Company personnel are required to comply with all applicable occupational health and safety laws.

Competition Laws

The Company maintains a policy of full compliance with applicable competition laws, which are known as the antitrust laws in some countries.  United States competition laws govern the Company’s conduct and transactions in dealing with competitors, customers and suppliers.   Other countries in which the Company does business may also have competition laws that are applicable to the Company.  Severe criminal and civil penalties may be imposed on the Company and its employees if an employee authorizes or participates  in  a  violation  of  the  competition  laws.    Therefore,  it  is  important  to understand and strictly follow Company policies so the Company and its employees may avoid even the appearance of a violation of the competition laws.

In order to avoid activities that may raise inferences of a violation or result in allegations of a violation of competition laws, you should not engage in practices prohibited by the Company's policies, including the following:

• Reaching an understanding or making an agreement with competitors to limit competition by setting price levels or terms or conditions of sale, limiting production or establishing joint procedures relating to distribution, sales territories or customers is against the law and therefore prohibited.

• Making arrangements or contracts that involve exclusive dealing, tie-in sales or other restrictive agreements with customers or suppliers, differences in price and other terms of sale between customers and quantity discounts may not comply with the law and should not be entered without the advice of the Company’s attorneys.

• Hiring  competitors’  employees  to  obtain  confidential  information,  or  urging competitive personnel or customers to disclose anything that could be regarded as confidential information may also violate the law and such practices should be reviewed by the Company's attorneys in advance.

On occasion, you may have the opportunity to communicate with competitors.  While chance meetings may be seen as opportunities to learn more about our competition, employees are cautioned to exercise judgment in what they discuss.  Any discussion or communication of any kind with a competitor that relates to pricing, production, customer information, marketing, inventories, product development, sales goals, market studies and other proprietary or confidential information is prohibited.  It may be illegal to share this kind of information and could subject the employee and the Company to civil or criminal penalties.

We emphasize that due to the complexity of the issues involved and the seriousness of the penalties for a violation by the Company and individual employees, anyone who has questions about this policy or suspects a violation of Company policy in this regard  should  contact  a  supervisor  or  a  member  of  the  Legal  Department  for guidance.

Environmental Laws

The Company recognizes and believes in the importance of safeguarding natural resources and the global environmental heritage. The Company believes that environmental goals can and should be consistent with economic health.

The Company pledges to protect environmental quality and human welfare in our communities; and to implement environmentally sound policies designed to prevent, mitigate and, where appropriate, remedy impacts on the environment of the community.

The Company pledges to our fellow employees that we will continuously strive to make the Company the best possible company for which to work.  The Company is committed to the goal of providing a safe and healthy workplace.

The Company can best meet its commitment to the environment, our employees, and our neighbors by following these principles of conduct.

▪ Conserve energy and natural resources through prudent use and reuse, where appropriate.

▪ Work hard at continually eliminating waste and pollution at its source; otherwise reduce, reuse and recycle.

▪ Properly dispose of or effectively treat any waste not economically reused.

▪ Design, operate, and assess our facilities ensuring the protection of the safety and health of our employees and our neighbors, including visitors and contractors that visit our facilities.

▪ Make hygiene, safety and environment a priority in developing new products and processes.

▪ Recognize,  anticipate,  respond  and  communicate  significant  environmental aspects/impacts in a timely manner to employee and community concerns regarding our products and operations.

▪ Participate in the public debate on regulatory issues to the end of accomplishing sound and economic regulatory theory.

▪ Manage all operations in a lawful manner and meet other relevant and appropriate requirements with regard to environment, safety, and health.

▪ Periodically  audit  and  assess  our  performance  against  stated  goals  and  the principles of our regulatory management system.

Data Protection and Privacy Laws

The Company recognizes and believes in the importance of addressing applicable legal requirements in the area of data protection and privacy.  In general, the Company seeks to collect and otherwise process personally identifiable information (“Personal Data”) only where  necessary  or  appropriate  in  connection  with  the  business.  The  Company recognizes that,  depending  on the  jurisdiction and  the activities at issue,  such  legal requirements may apply to the collection, use, storage, disclosure, and other processing of Personal Data about customers, employees, and other individuals.   The Company also seeks to observe any applicable data protection and privacy legal requirements related to:

• providing proper notice to affected individuals about why and how it collects Personal Data about them;

• providing reasonable technical and organizational security for Personal Data;

• providing appropriate access to Personal Data for affected persons;

• completing necessary registrations with government data protection authorities; and

• observing other legal requirements, including restrictions related to the cross- border transfer of Personal Data.

Accuracy and Integrity of Books and Records

All  Company books,  records and accounts must  accurately  reflect  the  nature of  the transactions recorded.  All assets and liabilities of the Company must be recorded in the regular books of account.  No undisclosed or unrecorded fund or asset may be established in any amount for any purpose.  No false or artificial entries may be made for any purpose.  No payment may be made, or purchase price agreed to, with the intention or understanding that any part of the payment is to be used for any purpose other than that described in the document supporting the payment.   This policy is not limited to accounting and auditing personnel.   It applies to all employees, including anyone negotiating and authorizing sales and purchase contracts, submitting expense reports, or preparing or paying invoices.

Political Activities and Contributions

We encourage all employees to participate fully in the political process, as individuals, and to make voluntary contributions to candidates of your choice.

However, Company contributions, whether direct or indirect, to political parties or candidates for federal, state or local office, are illegal and strictly prohibited.

Employees who participate in political activities must make it clear that they do not act or speak for the Company.   The Company cannot and will not endorse any political candidates or party.

Governmental Payments

You should not directly or indirectly give, offer or promise any form of bribe, gratuity or kickback to any government official, whether federal, state, local or foreign.

It is the Company’s policy to comply in all respects with the United States Foreign Corrupt Practices Act and with all other laws applicable to payments to government officials.    It  is  the  Company’s  policy  that  no  Company  personnel  may  directly  or indirectly pay, give or offer money or anything of value to any foreign government official, employee or representative, or to any foreign political party, or candidate for, or incumbent in any foreign political office, in order to assist in obtaining, retaining or directing business.    Please see the Company’s FCPA Policy and Compliance Guide for additional information regarding the FCPA and the Company’s policy with respect to compliance therewith.

Foreign Trade

It is the Company’s policy to comply with applicable United States trade laws, including trade sanctions, export controls and anti-boycott laws.   United States trade sanctions restrict U.S. persons from engaging in activities or transaction involving certain restricted countries or the governments of such countries, and with parties, organizations or individuals named on the U.S. Department of Treasury’s Office of Foreign Assets

Control (“OFAC”) “Specially Designated Nationals” list, available on the OFAC’s website.   A "U.S. person" for these purposes generally includes the Company, and its non-U.S. branches, as well as United States citizen and permanent resident alien employees of non-U.S. affiliates of the Company.  To control against the risks posed by these laws, it is the Company’s policy not to sell to any foreign person without first securing  a  written  contract  in  which the  foreign  party  is restricted  from  selling  the Company’s products outside of a certain specified and proper geographical area. Any employee wishing to sell products internationally should contact the Legal Department to request such a contract.

United States export controls generally apply to U.S.-origin (and U.S. content in) goods, software and technology that are exported from the United States or re-exported from third countries, regardless of the nationality, ownership or location of the exporter or re- exporter.  Depending on the circumstances, a license may be required from the United States government to engage in a particular transaction.

The anti-boycott laws generally prohibit agreements or actions taken in support of any unsanctioned foreign boycott and also provide for the loss of certain tax benefits for participation or cooperation with such boycotts. These anti-boycott laws were passed in response  to  the  Arab  League  Boycott  of  Israel.    If  you  are  ever  asked  questions concerning the origination or affiliation of the Company or its products in Israel, or other questions of the sort, you must immediately report the incident to the Legal Department. Failure  of  the  Company to  report  any such  incident to the federal  government  is a violation of U.S. anti-boycott laws and may subject the Company to civil and/or criminal penalties.

Many of these laws have extraterritorial scope and may therefore affect transactions by the Company's overseas affiliates and partners.

Money Laundering

It is the Company’s policy to comply fully with all applicable anti-money laundering laws,  including  relevant  laws  and  regulations  in  the  United  States  and  in  all  other countries where the Company does business.  In that regard, it is the Company’s policy to conduct business only with clients who are engaged in legitimate and lawful business activities, and to engage in transactions with funds that are derived solely from lawful activities and legitimate sources, and not to have any involvement in activity that facilitates money laundering or funds terrorism or any other criminal activity.

COMPLIANCE AND IMPLEMENTATION

Compliance

You are expected to comply with the Code and all other policies and procedures of the Company in all respects.   Accordingly, any employee who fails to return the attached certificate covering the policies set forth in this Code, submits a certificate containing a false statement or material omission, or who knowingly violates this Code, or knowingly permits a subordinate to do so, shall be subject to disciplinary action, including demotion or dismissal.   From time to time the Company may require you to sign additional certificates covering the policies set forth in this Code.

From time to time, compliance review briefings are held in order to discuss various matters raised in this Code.   Each employee is expected to attend such briefings.   In addition, certain employees are required by the Company to complete web-based training modules covering this Code and ethics in general.

If you become aware of any acts or transactions that may be in violation of the Code, you are expected to properly disclose such information.  If you believe this Code may have been violated, you should raise the issue immediately with your supervisor.  If the issue is not resolved, you may contact the General Counsel orally or in writing.

The Company prohibits reprisals for good faith reporting of actual or possible violations of this Code.   Retaliation in any form against any Company personnel who report a possible violation of this Code, or who assist in the investigation of a possible violation of this Code, is itself a violation of this Code and will be disciplined appropriately.

Confidentiality regarding those who make compliance reports and those potentially involved is maintained to the extent possible.

Questions

Questions about situations not discussed in this document should be addressed to your supervisor, the Legal Department or a member of the Business Conduct and Compliance Team.

Business Conduct and Compliance

Team Scott Antonacci, President

Phone (315) 687-2224

Email santonacci@rndcollc.com

This Code of Business Conduct and Ethics is not intended to confer contractual rights of any kind upon any employee or other person identified herein, or to create contractual obligations of any kind for the Company.  Because the Company’s goals related in the Code of Business Conduct and Ethics are subject to change, the Company retains the rights to change the Code of Business Conduct and Ethics in its sole discretion, at any time, with or without notice.