EnergyTech  and its subsidiaries (herein collectively referred to as the “Company”) are committed to the highest legal, moral and ethical standards of business conduct. The demonstration of these standards by the company is essential to the attainment of our company goals and future success. We value our reputation for honesty and integrity and are determined that it not be impaired by illegal or unethical behavior. Accordingly, we are issuing our Code of Business Conduct and Ethics (herein referred to as the “Code”) which is intended to reflect our past, present and future standard of conduct applicable to all employees of the Company, including officers and directors (herein referred to as “Employees”). This Code outlines the ethical principles of EnergyTech and complements our Employee Handbook.

This Code sets forth the principles by which we operate our company and conduct our daily business with our shareholders, customers, vendors and with each other. The Company is committed to conducting business in an ethical and legal manner. Our directors, employees, agents and representatives are expected to act in accordance with the highest ethical and legal standards in all aspects of their business activities.

The principles described in this Code apply to all directors, officers and employees of the Company. These principles are not intended to be a complete list of ethical and legal issues a director, officer or employee might face in the course of his/her business activities. Therefore, it is intended that these principles are to be applied using common sense and reasonable business judgment. These principles and standards of conduct apply in all countries where the Company conducts business.

It is the Company’s policy to conduct its business with the highest standards of integrity and in accordance with all applicable laws and regulations. Employees are expected to deal fairly and honestly with each other as well as with our vendors, customers and other third parties.

This Code neither constitutes nor should be construed to constitute a contract of employment for a definite term or a guarantee of continued employment. It is for the sole and exclusive benefit of the Company and may not be used or relied upon by any other party. The Company may modify or repeal the provisions of the code or adopt a new Code at any time it deems appropriate, with or without notice.

The Company has been and will continue to be committed to equal opportunity for employment to all individuals regardless of race, color, religion, gender, national orientation, age, mental or physical disability or handicap, veteran status, genetic information, or any other classification protected by applicable law. Specifically, employment opportunities are and shall be open to all qualified applicants solely on the basis of their experience, aptitudes, abilities and training. Advancement is and shall be based on the individual’s achievement, performance, ability, attitude and potential for promotion. The Company is committed to providing reasonable accommodations where necessary, feasible and required by applicable law. Employees seeking an accommodation must bring their request to the Human Resources Manager. When an accommodation is requested, the Company will meet and discuss the situation with the employee and attempt to reach a mutually agreeable reasonable accommodation.

Non-public information about the Company and all information concerning its customers, prospective customers and projects are strictly confidential. The employee is expected to maintain the confidentiality of such information. Confidential information includes non-public information concerning the nature and operation of the business of the Company, all clients, and any related organizations, including but not limited to the manner of operation, business methods, business plans, business opportunities, transactions and proposed transactions, projects and proposed projects, site locations, financial information, trade secrets, prices, fees charged, servicing techniques, customers and prospective customers, computer software and programs (including but not limited to source and other object codes, flowcharts, algorithms, report formats, data compilers, assemblers, design concepts, manuals and other materials, whether in human or machine readable form), Company technology, know-how, techniques, designs, concepts, idea developments, improvements, copyrights, inventions, discoveries (whether patentable or not and including but not limited to the nature and results of research, development, marketing, planning and any other business activities), documentation, records, files, manuals and other proprietary information of any kind. All copies of confidential information belong to the Company.

While working for the Company, each employee owes the Company and fellow employees a duty of loyalty. Among other things, this means employees should bring to the attention of a Manager any circumstance that may involve or give rise to business opportunities for the Company, conflict of interest, improper personal benefit or illegality. In addition, no employee may compete with the Company, whether directly or indirectly, pursue Company projects or opportunities for the benefit of anyone other than the Company, or induce Company employees or customers to curtail or terminate their relationships with the Company.

All directors, officers and employees of the Company should avoid any action or interest that conflicts or gives the appearance of a conflict with the Company’s interests. A « conflict of interest » exists whenever an individual’s personal interests interfere or appear to interfere 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 work for the Company objectively and effectively. Conflicts of interest may also arise when a director, officer or employee or a member of his or her family receives improper personal benefits as a result of his or her position with the Company, whether from a third party or from the Company. Directors, officers and employees are expected to avoid all situations that might lead to an actual or apparent conflict of interest. Conflicts of interest may not always be identifiable, so if a question arises, an officer or employee should consult with higher levels of management. Any director, officer or employee who becomes aware of an actual or apparent conflict involving an officer or employee is required to bring it to the attention of a supervisor, manager or other appropriate personnel. Any director who becomes aware of an actual or apparent conflict involving him or herself or another director should disclose the conflict to the upper management.

ENERGYTECH rejects all forms of bribery and corruption in all forms whether public or private, active or passive. The giving or receiving of gifts or entertainment should remain within acceptable limits, having regard to what is customary and the provisions of anti-corruption legislation. In case of doubt, employees shall obtain the approval of their management. Under no circumstances may employees solicit gifts or invitations. All directors, officers and employees are required to follow these rules. Any failure to adhere to them may result in disciplinary action, up to and including termination of employment or the violations of the Code may also constitute violations of law and may result in civil and criminal penalties for the director, officer or employee and /or the Company.

As an international company working directly or indirectly (branches) with foreign clients, ENERGYTECH is obligated to respect anti-subordination and anti-corruption laws applied in each and every country where ENERGYTECH is represented.

These laws define minimal standards that have to be applied by every ENERGYTECH Employee and Executive but also by every third part or contractor working directly for or contracted by EnergyTech.

The laws aim at achieving a zero tolerance policy by sanctioning any mistake and favor any internal disposition taken by companies to avoid or monitor any corrupting behavior.

As pre-required condition to any business with EnergyTech, a Due Diligence Questionnaire will be sent to our new business partners. Particular attention will be paid to “public official” and “close family member to a Public Official”.

“Public Official” means an elected or appointed official, employee or agent of any national, regional or local government/state or department, agency or instrumentality of any such government/state or any enterprise in which such a government/state owns, directly or indirectly, a majority or controlling interest; an official of a political party; a candidate for public office; and any official, employee or agent of any public international organization.

“Close Family Member of a Public Official” means a husband/spouse or partner, one of his/her children, siblings or parents; the husband/spouse or partner of his/her children or siblings; or any household member.

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing or utilizing 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 director, officer and employee is expected to deal fairly with the Company’s customers, vendors, competitors, officers and employees. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing.

While performing their duties, directors, officers, employees and advisors of the Company (“Participants”) may learn material, information about the Company or another company. This information may be valuable to the EnergyTech. It is the law, as well as the interest of the Company, that this information is not disclosed to anyone outside the Company and that no one profit as a result of having information not available to the general public.

A Participant of the Company who is in possession of or who has knowledge of material, non-public information regarding or relating to the Company or any other company may not

• Communicate that information to others, or
• In any other way, take advantage of that information.

Insider trading is a serious legal concern for both Participants and the Company. The law provides for significant civil and criminal penalties for violation of that law.

Some of those penalties are imposed on individuals who use material, non-public information for their own gain. Civil and criminal liability could also extend to a Participant who “tips” another person about material, non-public information where that person, in turn, buys or sells stock

All directors, officers and employees of the Company are expected to understand, respect and comply with all of the laws, rules and regulations of federal, state and local governments and other appropriate regulatory agencies and the policies and procedures of the Company that apply to them in their position with the Company. Employees are responsible for talking to their supervisor to determine which laws, rules, regulations, policies and procedures apply to their position and what training is necessary to understand and comply with them.

All directors, officers and employees are required to adhere to the Code of Business Conduct. Any failure to adhere to the Code may result in disciplinary action, up to and including termination of employment or the violations of the Code may also constitute violations of law and may result in civil and criminal penalties for the director, officer or employee and /or the Company.