Conflict of Interest Policy

Conflict of Interest Policy. A conflict of interest arises when a director, officer, or employee's personal, financial, or other interests interfere or appear to interfere with the interests of the Company. All individuals covered by this policy have a duty to avoid conflicts of interest and to disclose any situation that may involve an actual or potential conflict. A conflict of interest may exist when: (a) an individual or a member of their immediate family has a financial interest in, or receives compensation or benefits from, an entity that does business with or competes with the Company; (b) an individual or a member of their immediate family serves as an officer, director, partner, employee, or consultant of an entity that does business with or competes with the Company; (c) an individual has the opportunity to take advantage of corporate information, property, or opportunities for personal gain; or (d) an individual uses Company resources, including time, equipment, or information, for personal benefit. All potential or actual conflicts of interest must be disclosed in writing to the Compliance Officer or the Board of Directors' Audit Committee. The Audit Committee shall review each disclosure and determine the appropriate course of action, which may include requiring the interested party to recuse themselves from any related decision-making process.