1. Purpose of the Code of Business Conduct

This Code of Business Conduct applies to the directors, officers and employees of Shehala IT Limited, Inc. and its subsidiaries and controlled joint ventures (collec¬tively, “Shehala staff”, “us” or “we”). This Code does not cover every situation She¬hala staff might encounter. It highlights key issues and identifies Shehala policies and resources to help staff reach decisions that will make them and Shehala proud.

2. Responsibility and Accountability

All Shehala staff has the personal responsibility to make sure that our actions abide by this Code of Business Conduct and the laws that apply to our work. Keep in mind that failure to abide by this Code will lead to disciplinary measures appropriate to the violation, up to and including dismissal. All Shehala staff is expected to read and comply with this entire Code of Business Conduct.

3. Additional Responsibilities of Directors, Officers and Managers

Shehala staff who are directors, officers and managers are expected to lead accord¬ing to Shehala’s standards of ethical conduct, in both words and actions. They must be positive activists and role models by showing respect and consideration for each other and for all Shehala staff. If Shehala directors, officers or managers ever have a concern about unethical or illegal activities, they are expected to take appropriate and consistent action, and inform Shehala’s Chief Executive Officer or Lead Inde-pendent Director.

5. Responsibilities to Business Partners Building quality relationships with other companies give Shehala competitive advantage.
5.1 Doing Business with Others

We will not do business with others who are likely to harm Shehala’s reputation. For example, we will avoid doing business with others of whom we have become aware of intentionally and continually violating the law. These laws include, for example, local environmental, employment, safety and anti-corruption statutes. All arrange¬ments with third parties must comply with Shehala policy and the law. We will not use a third party to perform any act prohibited by law or by this Shehala Code of Business Conduct.

5.2 Agents and Consultants

Commission rates or fees paid to dealers, distributors, agents, finders or consultants must be reasonable in relation to the value of the product or work that is actually being done. We will not pay commissions or fees that we have reason to believe will become bribes. All fees paid will require approval of a managing director of Shehala and will be paid out in accordance with company policies.

5.3 Subcontractors

Subcontracts play a vital role in the making of many of our contracts. In some cases, the subcontractor is highly visible to our customers. It is therefore very important to make sure that our subcontractors preserve and strengthen Shehala’s reputation by conforming to our Code of Business Conduct.

5.4 Joint Ventures and Alliances

We will strive to ally with companies that share our commitment to ethics. We will also work to make the standards of our joint ventures compatible with our own.

5.5 Purchasing Practices

Purchasing decisions must be made based solely on Shehala’s best interests. Suppli¬ers win our business based on product or service suitability, price, delivery and qual¬ity. Purchasing agreements should be documented, and clearly identify the services or products to be provided, the basis for earning payment, and the applicable rate or fee. The amount of payment must be commensurable with the services or products provided.

6. Responsibilities to Shareholders

We will treat the investment of our shareholders as if it were our own.

6.1 Protecting Shehala Assets

We have a responsibility to protect the Shehala assets entrusted to us from loss, damage, misuse or theft. Shehala assets, such as funds, products, or computers, may only be used for business purposes, or other purposes approved by management. Shehala assets may never be used for illegal purposes of any kind.

6.2 Proprietary Information

Shehala staff must safeguard all proprietary information by marking information accordingly, keeping it secure, and limiting access to those who have a need-to-know in order to do their job. Proprietary information includes any information that is not generally known to the public and is helpful to Shehala, or would be help¬ful to competitors. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve proprietary information continues even after employment ends.

6.3 Inside Information and Securities Trading

Shehala staff are not allowed to trade in securities or any other kind of property based on knowledge that comes from their job, if that information hasn’’t been re¬ported publicly. It is against the laws of many countries, including those of North America, Europe & Scandinavia to trade or to “tip” others who might make an in¬vestment decision based on inside job information. For example, using non-public information to buy or sell Shehala stock, options in Shehala stock or the stock of a Shehala supplier or customer is prohibited. Please also refer to Shehala’s Insider Trading Policy and Trading Blackout Policy.

6.4 Accuracy of Company Records

We require honest and accurate recording and reporting of information in order to make responsible business decisions. This includes business data such as quality, safety, and personnel records, as well as all financial records. All financial books, records and accounts must accurately reflect transactions and events, and conform both to required accounting principles and to Shehala’s system of internal controls. No false or artificial entries may be made. When a payment is made, it can only be used for the purpose spelled out in the supporting document.

6.5 Recording and Retaining Business Communications

All business records and communications should be clear, truthful and accurate. Business records and communications may become public through litigation, government investigations and the media. Avoid exaggeration, colorful language, guesswork, legal conclusions and derogatory remarks or characterizations of peo¬ple and companies. This applies to communications of all kinds, including e-mail and “informal” notes or memos. Records are maintained for seven years in order to comply with the Income Tax Act.

7. Responsibilities to Competitors

We compete aggressively and with integrity at the same time.

7.1 Competitive Information

We must never use any illegal or unethical methods to gather competitive infor¬mation. Stealing proprietary information, possessing 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. If information is obtained by mistake that may constitute a trade secret or confidential information of another business, or if you have questions about the legality of information gathering, con¬sult the Legal Counsel.

7.2 Fair Competition and Antitrust

Shehala and Shehala staff are required to comply with the antitrust and unfair com¬petition laws of the jurisdictions where we carry on business. These laws are complex and vary considerably from country to country. They generally concern: – Agree¬ments with competitors that harm customers, including price fixing and allocations of customers or contracts.- Agreements that unduly limit a customer’s ability to sell a product, including establishing the resale price of a product or service, or con¬ditioning the sale of products on an agreement to buy other Shehala products and services. – Attempts to monopolize, including pricing a product below cost in order to eliminate competition. If you have questions whether your actions may violate competition laws, ask Shehala’s in-house legal counsel.

8. Conflicts of Interest

We will make business decisions based on the best interests of Intrinsic.

8.1 General Guidance

Business decisions and actions must be based on the interests of Shehala, and must not be motivated by personal considerations or relationships. Relationships with prospective or existing suppliers, contractors, customers, competitors or regulators must not affect our independent and sound judgment on behalf of Shehala. General guidelines to help Shehala staff better understand several of the most common ex¬amples of situations that may cause a conflict of interest are listed below. However, you are required to disclose to Shehala management any situation that may be, or appear to be, a conflict of interest. When in doubt, it is best to disclose.

8.2 Outside Employment

Shehala staff may not work for, or receive payments for services from, any competi¬tor, customer, distributor or supplier of Shehala without approval of Shehala man¬agement. Any outside activity must be strictly separated from services performed for Shehala, and should not harm your performance for Shehala. Make sure that the skills you’ve learned and used at Shehala are not used in such a way that could hurt the business of Shehala.

8.3 Board Memberships

Serving on the board of directors or a similar body for an outside company or gov¬ernment agency requires the advance approval of Shehala management. Helping the community by serving on boards of non-profit or community organizations is encouraged, and does not require prior approval.

8.4 Family Members and Close Personal Relationships

You may not use personal influence to get Shehala to do business with a company in which your family member or friend has an interest.

8.5 Investments

Shehala staff may not allow their investments to influence, or appear to influence, their independent judgment on behalf of Shehala. This could happen in many ways, but it is most likely to create the appearance of a conflict of interest if you have an investment in a competitor, supplier, customer, or distributor and your decisions may have a business impact on this outside party. If there is any doubt about how an investment might be perceived, it should be disclosed to management.

8.6 Gifts

Gifts are not always physical objects – they might also be services, favours, meals or other items of value.

8.7 Gifts to Shehala Staff

Shehala staff does not accept kickbacks, lavish gifts or gratuities. Shehala staff can accept items of nominal value (up to $100.00), such as small promotional items bearing another company’s name. Shehala staff will not accept anything that might make it appear that our judgment for Shehala would be compromised.

8.8 Gifts Given by Shehala

We understand that gift-giving practices vary among cultures and that some busi¬ness situations call for giving gifts. Shehala’s gifts must be legal, reasonable, and ap¬proved by Shehala management. Shehala never pays bribes. We will not provide any gift if it is prohibited by law or the policy of the recipient’’s organization. For exam¬ple, the employees of many government entities around the world are prohibited from accepting gifts. If in doubt, check first.

9. Workplace code of conduct:

9.1 Forced Labor

There shall not be any use of forced labor, whether in the form of prison labor, in¬dentured labor, bonded labor or otherwise.

9.2 Child Labor

No person shall be employed at an age younger than 15 (or 14 where the law of the country of manufacture* allows) or younger than the age for completing compul¬sory education in the country of manufacture where such age is higher than 15.

9.3 Harassment or Abuse

Every employee shall be treated with respect and dignity. No employee shall be sub¬ject to any physical, sexual, psychological or verbal harassment or abuse.

9.4 Nondiscrimination

No person shall be subject to any discrimination in employment, including hiring, salary, benefits, advancement, discipline, termination or retirement, on the basis of gender, race, religion, age, disability, sexual orientation, nationality, political opin¬ion, or social or ethnic origin.

9.5 Female workforce

Shehala shall adopt measures to encourage employment of female workers in the workforce and provide necessary benefits & leave in accordance with the local law.

9.6 Health and Safety

Shehala Management shall provide a safe and healthy working environment to pre¬vent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of Shehala facilities.

9.7 Freedom of Association and Collective Bargaining

Shehala shall recognize and respect the right of employees to freedom of association and collective bargaining.

9.8 Wages and Benefits

Shehala recognizes that wages are essential to meeting employees’ basic needs. She¬hala shall pay employees, as a floor, at least the minimum wage required by local law or the prevailing industry wage, whichever is higher, and shall provide legally mandated benefits.

9.9 Hours of Work

Except in extraordinary business circumstances, employees shall (i) not be required to work more than the lesser of (a) 48 hours per week and 12 hours overtime or (b) the limits on regular and overtime hours allowed by the law of the country of manu¬facture or, where the laws of such country do not limit the hours of work, the regular work week in such country plus 12 hours overtime and (ii) be entitled to at least one day off in every seven day period.

9.10 Overtime Compensation

In addition to their compensation for regular hours of work, employees shall be compensated for overtime hours at such premium rate as is legally required in the country of manufacture or, in those countries where such laws do not exist, at a rate at least equal to their regular hourly compensation rate. Shehala shall, in addition to complying with all applicable laws of the country of manufacture, comply with and support the Workplace Code of Conduct in accordance with the attached Principles of Monitoring of Fair Labour Association and shall apply the higher standard in cases of differences or conflicts. Shehala determines to adopt the Workplace Code of Conduct also shall require its licensees and contractors and, in the case of a retailer, its suppliers to comply with applicable local laws and with this Code in accordance with the Principles of Monitoring and to apply the higher standard in cases of dif¬ferences or conflicts.