BitCent has adopted a Code of Business Conduct and Ethics (the Code) in support of achieving the Company's Vision, Mission and Shared Values. We share a collective responsibility to conduct ourselves in a legal and ethical manner and to comply with both the letter and the spirit of this Code.

In furtherance of our commitment, BitCent has established a reporting system that enables our employees, suppliers, and customers to report any suspected violations of the Code.

BitCent Services Code of Business Conduct and Ethics

The Management Team of BitCent Technology, Inc. (“the Company") has adopted the following Code of Business Conduct and Ethics (the “Code”) for itself and the officers and employees of the Company and its subsidiaries.

The Code is intended to help us recognize and deal with ethical issues, deter wrongdoing, provide mechanisms to report dishonest or unethical conduct and help foster a culture of honesty and accountability as we collectively work to achieve our Vision, execute our Mission and adhere to our Shared Values.

Each of us has a personal responsibility to conduct ourselves in a legal, ethical way and to comply with both the letter and the spirit of this Code.

No code or policy can anticipate every situation that may arise. This Code is intended to serve as a guide. Employees are encouraged to ask their direct manager questions about particular circumstances that may involve the provisions of this Code. Employees also may present their questions to the Management Team, who may consult outside legal counsel as appropriate.

Conflict of Interest
A "conflict of interest" occurs when our individual private interests interfere, or appear to interfere, in any way with the interests of the Company. Each of us must avoid conflicts of interest with the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company must be disclosed immediately to the Management Team.

This Code does not attempt to describe all possible conflicts of interest which could develop. Some of the more common conflicts from which we should refrain, are:
· an employee or a family member receiving an improper personal benefit as a result of the employee’s position with the Company. A “family member” means a spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone who resides in an employee’s home;

• Knowingly engaging in any conduct or activity that is inconsistent with the Company's best interests or that disrupts or impairs the Company's relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship;
   
• Accepting compensation, in any form, from any source other than the Company, which affects job performance in any way;
   
• Offering, giving or receiving gifts to or from anyone who deals with the Company in cases where the gift is being made to influence our actions in our position with the Company, or where acceptance of the gifts could create the appearance of an impropriety.

Corporate Opportunities
Each of us has a responsibility to the Company to advance its legitimate interests.

We must not:

• Personally take for ourselves or divert to others opportunities that are discovered through the use of Company property, information or our respective position;
   
• Use Company employees, property, information or our respective positions for personal gain; or
   
• Compete with the Company, directly or indirectly, for business opportunities.

Confidentiality and Privacy
Each of us must maintain the confidentiality and privacy of information and personal data entrusted to us by the Company, employees and our customers.

Protection and Proper Use of Company Assets
We must each protect the Company's assets and ensure their efficient use. No one is to use Company assets for personal benefit.

Fair Dealing
We have a responsibility to deal fairly with each other, our customers and our suppliers. No one must take unfair advantage of anyone else through manipulation, concealment, and abuse of confidential information, misrepresentation of material facts or any other unfair dealing practices.

Compliance with Laws, Rules and Regulations
Each of us shall comply with all laws, rules and regulations applicable to the Company, including the US Foreign Corrupt Practices Act and other anti-corruption laws, antitrust laws and insider trading laws, applicable health, safety and environmental laws, applicable data privacy and protection laws and all policies established by the Company.

Waivers of the Code of Business Conduct and Ethics
Any waiver of this Code as it applies to individual directors must be made by the Management Team and will be disclosed in accordance with applicable federal. Requests for waivers of the Code as it applies to officers and employees must be made in writing to the Management Team and must be confirmed in writing.

Failure to Comply; Compliance Procedures
The failure by any director or employee to comply with the laws, rules or regulations governing the Company's business, this Code or any Company policy will constitute grounds for corrective action, up to and including termination of employment or engagement. Reports of known or suspected violations will be promptly investigated by the appropriate function, which may include Human Resources or Law.

Adopted by Management Team