MiTek Group Policy expressly forbids any officer or employee of MiTek Industries, Inc., or any of its subsidiaries or affiliates (singly and collectively, the “Company”) from:

A.

Accepting, directly or through any family member, any gift of more than nominal value, any loans, services, payments, money, excessive entertainment, vacation, trips, or unusual promotional favors from any person or entity which is a competitor of, or which is seeking to do business with, the Company (suppliers and prospective suppliers should be notified of this policy).

B.

Providing any gift of more than nominal value, whether in the form of money, goods, excessive entertainment, or any other thing of value, to any person or entity with which the Company is doing or seeking to do business (this policy must be communicated explicitly to all personnel in sales). All gifts exceeding a nominal value, requires approval by the Chief Financial Officer of MiTek Industries, Inc.

C.

Providing any gift, bribe, rebate, or repayment to any government official or entity which may influence the conduct or success of any part of the Company’s business.

D.

Performing any services as an officer, director, employee, or consultant for any other person or entity, which is a competitor of, or is doing or is seeking to do business with, the Company, except with the prior written knowledge and consent of the Chief Executive Officer of MiTek Industries, Inc.

E.

Purchasing or leasing goods or equipment on behalf of the Company from persons to which he/she is related, or entities in which he/she has a substantial interest, or making any such purchases or leases unless he/she has competitively bid or priced the goods or equipment from third parties and had the results of this analysis approved by the Chief Financial Officer of MiTek Industries, Inc.

F.

Owning, directly or indirectly, a material financial interest in an entity which competes with, or is seeking to do business with, the Company, without or beyond the prior written approval of the Chief Executive Officer of MiTek Industries, Inc.

G.

Acquiring an interest in any entity or property, which he knows is being considered for acquisition by the Company.

H.

Competing with the Company in the products, properties, or services sold, purchased, or leased by the Company.

I.

Buying or selling any interest in securities of the Company, or any other corporation, on the basis of inside information contained through contact with a company, its records or personnel.

J.

Using or revealing to a third party, without the proper authorization, any confidential information which might be prejudicial to the interest of the Company.

K.

Utilizing Company funds, directly or indirectly, for illegal campaign contributions or other political purposes.

Willful violation of this policy may result in severe discipline, up to and including discharge.

Company officers and employees shall annually sign Conflict of Interest statements acknowledging their knowledge of this policy and disclosing potential conflicts of interest.

MITEK GROUP CODE OF CONDUCT REGARDING GIFTS, KICKBACKS AND CONFLICTS OF INTERESTS
(ALL COUNTRIES)

• Acknowledgement must be filled out in its entirety.

• Return Acknowledgement to your local Human Resource representative.

ACKNOWLEDGEMENT OF RECEIPT AND REVIEW

I acknowledge that I have read the MiTek Group Code of Conduct Regarding Gifts, Kickbacks and Conflicts of Interests, as attached.

Except as listed below, I have no Conflicts of Interest:

I will comply with the policies described in this document, and I will make every effort to ensure that those over whom I have supervisory control do likewise.

I understand that failure to comply is subject to severe Company sanctions up to and including dismissal.

In case of doubt or questions regarding these policies or compliance, I will promptly consult the Company’s legal counsel and my supervisor.

I have read and understand the Code of Conduct, had the opportunity to ask questions, and agree to comply with it.