SUPPLIER CODE OF ETHICS AND BUSINESS CONDUCT (EXPECTATIONS WE HOLD FOR SUPPLIERS)
“Complying with applicable laws, regulations, and standards in both our personal and business conduct is everyone’s responsibility. We all count on each other to do the right thing and act with integrity — doing so is in line with our history, good for our business, and critical to our future.” Ricardo Layton President and Chief Executive Officer UniversalPegasus International

UNIVERSALPEGASUS INTERNATIONAL
Here at UniversalPegasus International we are guided by the following VALUES. These values describe our company as we want it to be. We want our decisions and actions to demonstrate these values. We believe that putting our values into practice creates long term benefits for customers, employees, suppliers, and the communities we serve.

At UniversalPegasus International, we value:

INTEGRITY
Integrity is at the heart of who we are and what we do. We are each personally accountable for the highest standards of ethics and integrity. We will fulfill our commitments as responsible citizens and employees. We will consistently treat customers and company resources with the respect they deserve.

SAFETY
We value our employees above all else and will not compromise on maintaining a safe and healthy work environment for them. We expect everyone to actively participate and take responsibility for their own safety and the safety of those around them. Employees can report safety concerns without fear of reprisal and are empowered to stop work if an operation presents significant risk or danger. We continuously evaluate and improve our operations to understand and mitigate risk.

TRANSPARENCY
We are committed to communicating internally and externally with unwavering candor, honesty, and respect.

EXCELLENCE
We hold ourselves to a very high standard of performance. We are committed to improving our company performance while upholding our strong values. Superior performance and quality ensure future trust and confidence in our products and services. We promote continuous

improvement and creativity

ACCOUNTABILITY
We seek and accept personal responsibility for our actions and results. We keep promises and commitments made to others. We are responsible for ensuring quality is a component of everything we do. We take pride in providing outstanding customer service. We are committed to being honest and fair with our customers, our employees, and each other. We will be truthful, trustworthy, and honorable in all aspects of our work.

TEAM ENGAGEMENT
We are committed to fostering an engaged workforce. Our employees are very involved in what they do and take ownership of their work and work processes. Engagement is a heightened level of ownership where employees want to do whatever they can for the benefit of their

internal and external customers and for the success of the organization as a whole.

SUPPLIER CODE OF CONDUCT

I. General Disclaimer
This supplier Code of Conduct is in no way intended to conflict with or modify the terms and conditions of any existing contract. In the event of a conflict, suppliers must first adhere to the applicable laws and regulations, then the contract terms, followed by this Supplier Code of Conduct

• Compliance with Laws
UniversalPegasus International (UPI) has embraced a set of values and established high ethical standards for the conduct of our business.

UniversalPegasus International considers adherence to our company Values and Code of Ethics, as well as strict observance of all U.S. and foreign laws and regulations, to be not only a legal requirement, but an ethical obligation for all.

Everyone associated with UniversalPegasus International is expected to make this commitment his/her own. This includes non-employees, such as consultants, agents, contract labor, employees of limited liability companies, joint ventures, and anyone who represents the company in any capacity – regardless of their position. Individuals are responsible for the integrity and consequences of any actions that are taken on behalf of UniversalPegasus International.

We expect our suppliers to maintain full compliance with all laws and regulations applicable to their business. When conducting international business, or if their primary place of business is outside the United States, suppliers must comply with local laws and regulations.

A. Maintain Accurate Records
We expect suppliers to create accurate records, and not alter any record entry to conceal or misrepresent the underlying transaction represented by it. All records, regardless of format, made or received as evidence of a business transaction must fully and accurately represent the transaction or event being documented. When a record is no longer needed to conduct current business, records should still be retained based on the applicable retention requirements.

B. Human Rights
We expect our suppliers to treat people with respect and dignity, encourage diversity, remain receptive to diverse opinions, promote equal opportunity for all, and foster an inclusive and ethical culture.

• Human Trafficking
Suppliers must adhere to regulations prohibiting human trafficking and comply with all applicable local laws in the country or countries in which they operate. Suppliers must refrain from violating the rights of others and address any adverse human rights impacts of their operations. Suppliers must educate employees on prohibited trafficking activities, discipline employees found to have violated the law or rules, and notify UniversalPegasus International of any human trafficking violations or actions taken against employees. Specifically, suppliers will be prohibited from the following in all contracts.

• Destroying, concealing, or confiscating identity or immigration documents;
• Using misleading or fraudulent tactics in recruiting;
• Charging employee recruitment fees or providing inadequate housing based on local standards, laws and directives;
• Failing to provide employment contracts and other documentation in the employee’s native language;
• Failing to interview and protect employees suspected of being trafficking victims.

II. Employment Practices
A. Harassment
We expect our suppliers to ensure that their employees are afforded an employment environment that is free from physical, psychological, and verbal harassment, or other abusive conduct.

B. Non-discrimination
We expect our suppliers to provide equal employment opportunity to employees and applicants for employment, without regard to race, ethnicity, religion, color, sex, national origin, age, military veteran status, ancestry, sexual orientation, gender identity or expression, marital status, family structure, genetic information, or mental or physical disability, so long as the essential functions of the job can be competently performed with or without reasonable accommodation.

C. Substance Abuse
We expect our suppliers to maintain a workplace free from illegal use, possession, sale, or distribution of controlled substances.

III. Anti-Corruption
A. Anti-Corruption Laws

Our suppliers must comply with the anti-corruption laws, directives and/or regulations that govern operations in the countries in which they do business, such as the U.S. Foreign Corrupt Practices Act.

We require our suppliers to refrain from offering or making any improper payments of money or anything of value to government officials, political parties, candidates for public office, or other persons. This includes a prohibition on facilitating payments intended to expedite or secure performance of a routine governmental action like obtaining a visa or customs clearance, even in locations where such activity may not violate local law. Personal safety payments are permitted where there is an imminent threat to health or safety.

We expect our suppliers to exert due diligence to prevent and detect corruption in all business arrangements, including partnerships, joint ventures, offset agreements, and the hiring of consultants.

B. Illegal Payments

C. Anti-Trust
Our suppliers must not fix prices or rig bids with their competitors. They must not exchange current, recent, or future pricing information with competitors. Our suppliers must refrain from participating in a cartel.

D. Gifts/Business Courtesies

We expect our suppliers to compete on the merits of their products and services. The exchange of business courtesies may not be used to gain an unfair competitive advantage. In any business relationship, our suppliers must ensure that the offering or receipt of any gift or business courtesy is permitted by law and regulation, and that these exchanges do not violate the rules and standards of the recipient’s organization, and are consistent with reasonable marketplace customs and practices.

IV. Conflict of Interest
A conflict of interest is a situation in which a person or organization is involved in multiple interests, financial or otherwise, and serving one interest could involve working against another. We must be particularly sensitive to any situation on or off the job that could erode that trust or cause others to doubt our fairness or question the good faith of our acts and decisions.

We expect our suppliers to avoid all conflicts of interest or situations giving the appearance of a conflict of interest in their dealing with our company. We expect our suppliers to provide notification to all affected partiers in the event that an actual or potential conflict of interest arises. This includes a conflict between the interest of our company and personal interest or those of close relatives, friends or associates.

V. Information Protection
We expect our suppliers to properly handle sensitive information, including confidential, proprietary, and personal information. Information should not be used for any purposes (e.g. advertisement, publicity and the like) other than the business purposes for which it was provided, unless there is prior authorization from the owner of the information.

We expect our suppliers to respect and comply with all the laws governing intellectual property rights, assertions, including protection against disclosure, patents, copyrights, and trademarks.

VI. Environment, Health, and Safety
We expect our suppliers to operate in a manner that actively manages risk, conserves natural resources, and protects the environment. We expect our suppliers to apply environmental management system principles in order to establish a systematic approach to the management of risks/hazards and opportunities associated with the environment, including potential risk from regulatory non-compliance, reputational loss, and opportunities for business growth through operational and product stewardship. We expect our suppliers to comply with all applicable environmental, health and safety laws, regulations, and directives. Suppliers should protect the health, safety, and welfare of their people, visitors, and others who may be affected by their activities.

VII. Global Trade Compliance
A. Security
When applicable, suppliers are encouraged to implement practices and procedures to ensure the security of their supply chains in accordance with the Customs-Trade Partnership Against Terrorism initiative of the United States Department of Homeland Security.

B. Import
We expect our suppliers to ensure that their business practices are in accordance with all applicable laws, directives and regulations governing the import of parts, components, and technical data.

C. Export
We expect our suppliers to ensure that their business practices are in accordance with all applicable laws, directives and regulations governing the export of parts, components, and technical data.

D. Anti-Boycott
Our suppliers must not participate in, cooperate with, or further the cause of any unsanctioned foreign economic boycott, in accordance with the 1977 Export Administration Act and the 1976 Tax Reform Act.

VIII. Quality
Suppliers must take due care to ensure their work product meets our company’s quality standards. We expect our suppliers to have in place quality assurance processes to identify defects and implement corrective actions, and to facilitate the delivery of a product whose quality meets or exceeds the contract requirements.

A. Counterfeit Parts
We expect our suppliers to develop, implement, and maintain methods and processes appropriate to their products to minimize the risk of introducing counterfeit parts and materials into deliverable products. Effective processes should be in place to detect counterfeit parts and materials, provide notification to recipients of counterfeit product(s) when warranted, and exclude them from the delivered product.

IX. Ethics Program Expectations
• Whistleblower Protection
We expect our suppliers to provide their employees with avenues for raising legal or ethical issues or concerns without fear of retaliation. We expect our suppliers to take action to prevent, detect, and correct any retaliatory actions.

• Time records submitted must be accurate. Misrepresenting time worked is prohibited. Intentionally charging time to the wrong contract or account is mischarging. Expenses must be documented accurately, adequately, and submitted promptly.

• Property, especially electronic media, should never be used for purposes which are disruptive or considered offensive.

• Information is an asset as valuable as money. We do not seek information to which we are not entitled, especially sensitive procurement information, nor will we violate copyrights or licensing agreements. UPI information may not be used for personal gain and must be handled and safeguarded in strict compliance with UPI procedures.

• Anyone acting on the company’s behalf is strictly prohibited from circumventing the UPI’s system of internal controls or providing misleading information on company documents.

HOTLINE 833-960-1609 (toll-free) 24 hours a day, 7 days a week
The UniversalPegasus International hotline is available to anyone affiliated with UniversalPegasus International including our suppliers. Individuals can seek guidance or report a suspected violation of our Code of Ethics or Supplier Code of Conduct. The hotline is available 24 hours a day, seven days a week, and is administered by an external supplier.

WEB REPORTING

www.lighthouse-services.com/upicorp

RESPONSIBILITY AND CONSEQUENCES
The UniversalPegasus International Code of Ethics Applies to anyone who represents or is affiliated with universal Pegasus international. Violating rules relating to our relationships with our customers may result in serious consequences, up to and including termination of one’s relationship with the company.