Code of Conduct

Code of Business Ethics & Conduct

SECTION 1: INTRODUCTION
1.01 PURPOSE

It is the policy of Atlantic Diving Supply, Inc., together with its subsidiaries (collectively, “ADS”), to apply the highest standards of courtesy, professionalism, honesty and integrity in our interactions with customers, suppliers, co-workers and the community. To that end, ADS has established this Code of Business Ethics & Conduct (the “Code”). The intent of this Code is to require a higher standard than required by commercial practice or applicable laws, rules or regulations. This Code applies to our directors, officers, employees, agents and business associates and we expect all to comply. We refer to all persons covered by this Code as “ADS employees” or simply “employees.”

ADS has a simple and straightforward policy on the rules of conduct and behavior that are expected from employees when conducting ADS business. It is a commitment to do what is right, obey all laws, behave with integrity and honesty, treat people fairly, respect diversity, accept accountability, communicate openly and always behave in a way that is above reproach. Generally, these requirements are referred to as ethics. Each employee is required to maintain the highest ethical standards at all times, even though doing so may result in the loss of business to ADS. No employee of ADS should feel that a compromising or unethical situation is justified by any possible business result.

ADS employees must comply with all applicable laws and regulations, including applicable worldwide laws in addition to those mentioned in this Code. If a local custom or policy presents a conflict, consult Human Resources or the Legal Department before taking any actions.

Seeking Help and Information
Although this Code sets out basic principles to help guide ADS employees, it is not intended to be a comprehensive rulebook and cannot address every situation that our employees may face. There is no substitute for personal integrity and good judgment. All employees must seek to avoid even the appearance of improper behavior. If you have any questions about this Code or are ever unsure of the right course of action, please contact your manager, Human Resources or the Legal Department for advice before moving forward.

1.02 REPORTING VIOLATIONS
Your obligation to report known or suspected violations of the law, this Code and other ADS policies is one of the most important responsibilities you have as an ADS employee. We encourage you to fulfill this responsibility and seek advice when in doubt as to the best course of action in a particular situation. You may contact your manager or Human Resources to raise concerns. Alternatively, we have a website, https://adsinc.ethicspoint.com/, and a dedicated toll-free number, 1-800-792-8125, available 24 hours a day, seven days a week to provide employees, customers and vendors a way to anonymously and confidentially report activities that potentially may involve criminal, unethical or otherwise inappropriate behavior in violation of ADS’s established policies, including this Code. International toll-free numbers and specific reporting instructions and limitations for those reporting from outside the United States may be found on our website at www.adsinc.com. All reports of known or suspected violations of the law or this Code will be handled sensitively and with discretion. Whenever possible, concerns will be kept in confidence.

Policy Against Retaliation & Whistleblower Rights
ADS strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. Any reprisal or retaliation against an employee because the employee, in good faith, sought help or filed a report, will be subject to disciplinary action, including potential termination of employment.

As an ADS employee working on select U.S. Government contracts, you are subject to the whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act and FAR 3.908.

SECTION 2: COMPLIANCE WITH LAWS AND REGULATIONS
2.01 OVERVIEW

As a government contractor, ADS is subject to various laws and regulations, both specific to its operations and generally as apply to US companies. Each employee has an obligation to comply with all laws, rules and regulations applicable to ADS’s operations. These include, without limitation, laws covering export controls, procurement integrity, fraud, bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, anti-trafficking and slavery laws, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets.

Without limitation of the foregoing, each employee is prohibited from engaging in any form of bribery or kickbacks and from using the funds, assets, services or facilities of ADS to improperly influence or corrupt the action of any government official, agent or employee or of any private customer, vendor or other person. Further, each employee must comply with laws that prohibit or penalize participation in any boycotts that are not sanctioned by the US Government.

ADS has adopted policies outlining more detailed compliance with certain laws, including but not limited to an Export Compliance Manual, a Sales Integrity Policy and the Employee Handbook. Each employee is expected to understand and comply with such policies and all other laws, rules and regulations that apply to his or her job position. If you have any doubts about whether a course of action is lawful, you should seek advice from your manager, Human Resources or our Legal Department. This code is intended to address expectations regarding ethics and legal compliance. Please refer to the ADS Employee Handbook for more detailed guidance on your rights and duties as an employee.

U.S. federal regulations require a federal contractor, such as ADS, to timely disclose in writing whenever the contractor has credible evidence that a principal, employee, agent or subcontractor has committed (1) a violation of federal criminal law involving fraud, conflict of interest, bribery, or gratuity violation or (2) a violation of the Civil False Claims Act in connection with the government contract. It is imperative that any employee who suspects that there has been a violation described in this paragraph report it to the Legal Department immediately, as we are obligated to report such violations and our knowing failure to timely disclose is a ground for our suspension or debarment. As stated above, no adverse action or retribution of any kind will be taken against any employee who, in good faith, reports such a violation.

2.02 EMPLOYMENT PRACTICES
ADS will not tolerate discrimination in employment, discipline, or opportunity based on race, color, age, sex, religion, disability, national origin, veteran status, sexual orientation, gender identity, transgender status, genetic information or any status protected by applicable law. We further comply with all Affirmative Action requirements and proactively seek to achieve diversity in our workforce. We unequivocally prohibit all forms of harassment in the workplace. ADS’s harassment policy applies to all employees, as well as to employees and representatives of ADS’ customers and vendors. If you believe you or a co-worker has been discriminated against or harassed in any way, immediately report it to Human Resources or the Legal Department.

Health & Safety
ADS strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for following safety and health rules and practices and promptly reporting accidents, injuries and unsafe equipment, practices or conditions. In accordance with federal law, ADS maintains a drug-free workplace and prohibits the use of illegal drugs or substance abuse at its worksites and by its employees in the conduct of their duties offsite. See the ADS Employee Handbook and ADS Safety Manual for additional information.

2.03 CRIMINAL RECORDS
Employees and prospective employees must report to ADS if they have been indicted or convicted by the government for an offense committed in connection with government contracts, or an offense involving theft, bribery, making false statements or receiving stolen property. ADS is required to report to the government whether ADS or any of its employees have been convicted of or charged with an offense connected to government contracting or a violation of law relating to theft, bribery, making false statements or receiving stolen property. If you have any question as to whether this applies to you, report it immediately to Human Resources.

2.04 CONFLICTS OF INTEREST
A conflict of interest can occur when an employee’s private interest interferes, or appears to interfere, with the interests of ADS as a whole or its customers. Employees should avoid any private interest that influences their ability to act in the interests of ADS or that makes it difficult to perform work objectively and effectively. It is the policy of ADS to avoid actual or apparent conflicts of interest and to never engage in any conduct that is harmful to ADS or its reputation.

Identifying potential conflicts of interest may not always be clear-cut. The following situations are some examples of conflicts of interest: (a) obtaining improper personal benefits or favors because of your position with ADS; (b) having a significant direct financial interest (ownership or otherwise) in any company that is a material customer, vendor or competitor of ADS; and (c) obtaining a loan or guarantee of personal obligations from, or entering into any other personal financial transaction with, any company that is a material customer, vendor or competitor of ADS (provided that this guideline does not prohibit arms-length transactions in the ordinary course of business for such entity). Further, the actions of your family members outside the workplace can give rise to a potential conflict of interest described above, as they could influence your objectivity in making decisions on behalf of ADS.

ADS requires that employees disclose in writing any situations that reasonably would be expected to give rise to the appearance of a conflict of interest in an annual “Related Persons” disclosure. Having a “Related Persons” situation is not necessarily prohibited. If you suspect you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, report it to the Legal Department who will work with you to determine whether you have a conflict of interest and, if so, how best to address it. Although conflicts of interest are not automatically prohibited, they are not desirable and material ones may only be waived by our Board of Directors.

Corporate Opportunities
As an employee of ADS, you have an obligation to put the interests of ADS ahead of your personal interests and to advance ADS’s interests when the opportunity to do so arises. If you discover a business opportunity through the use of corporate property or information or because of your position with ADS, you must first present the business opportunity to ADS and cannot pursue the opportunity in your individual capacity unless ADS passes on it. No employee may use corporate property, information or his or her position with ADS for personal gain, and no employee may compete with ADS either directly or indirectly without the approval of the Board of Directors.

2.05 FORMER GOVERNMENT EMPLOYEES
Federal law sets limits on the activities of former government Employees. For example, if you previously worked in a contracting function in government, the law probably limits your ability to meet with members of that office on official matters. Further, Federal law restricts negotiating employment with current U.S. government employees, including those contemplating retiring, and places restrictions on certain activities of government employees after they have left the government and enter the private sector. The line between casual discussions about future job plans or opportunities and “employment negotiations” is easily crossed, even if inadvertent. If you ever find yourself in a position in which you may be discussing job prospects with a current government employee, it is best to seek guidance from Human Resources before proceeding. Once ADS hires a former Government employee, we should all remember that there may very well be restrictions on what that employee can do with us. See our Hiring and Employment of Former Government Employees guidance and consult with Human Resources for further guidance.

2.06 EXPORT CONTROLS
ADS supports all efforts of the federal government in maintaining appropriate controls over exports of controlled items. As such, ADS employees are bound by numerous regulations, including but not limited to, the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR). ADS carefully qualifies and verifies all customers and appropriately classifies products and licenses exports as required in order to comply with these laws. Please see the Export Compliance Manual for further details.

During the onboarding process and annually thereafter, all employees will receive Export Control training to be properly trained on complying with the broad requirements of our program. Employees with responsibilities directly or indirectly related to exporting products will receive additional job-related training on their specific responsibilities related to export compliance. No employee is allowed to engage in export activities without full compliance with the ADS Export Compliance Manual. Any employee knowingly engaging in activity that circumvents ADS’s export controls will be subject to disciplinary action up to and including termination. Violators may also face criminal prosecution under the ITAR and the EAR.

2.07 ANTI-TRAFFICKING
ADS is opposed to human trafficking and forced labor in any form. We are committed to working to mitigate the risk of human trafficking and forced labor in all aspects of our business. We expect our suppliers to not engage in the use of forced, bonded or indentured labor, involuntary prison labor, slavery or trafficking of persons. If an ADS employee suspects such, he or she should report it immediately to the Legal Department and report it on the Global Human Trafficking hotline: 1844.888.FREE or help@befree.org.

2.08 ENVIRONMENTAL RESPONSIBILITY
ADS is committed to meeting our customers’ needs in a manner consistent with a clean environment. We believe it is both good business practice and our duty to protect the natural and cultural resources of the communities we serve. In keeping with this belief, it is our policy to conduct our business in an environmentally responsible manner that protects the public, our employees, and the earth that we all share. Employees are expected to participate in and comply with environmental standards.

SECTION 3: CONFIDENTIAL INFORMATION
3.01 HANDLING OF CONFIDENTIAL INFORMATION

Employees have access to a variety of confidential business information while employed at ADS and are required to safeguard it. Please refer to the terms of your employment agreement or otherwise for more details. Confidential information includes all non-public information that might be of use to competitors, or harmful to ADS or its customers if disclosed, such as client lists. Because of ADS’s business relationships with customers, vendors and others, employees may also have access to and be entrusted with confidential information of other parties. In these cases, other parties’ confidential information must be afforded the same protection as ADS’s confidential information.

If you have any doubts whether any information or data concerning ADS is confidential, you must refrain from disclosure and check with your manager or Human Resources. Employees have a duty to safeguard all confidential information, except when disclosure is authorized or legally mandated. An employee’s obligation to protect confidential information continues after an employee leaves ADS. Unauthorized disclosure of confidential information could cause competitive harm to ADS and could result in legal liability to you and ADS.

This Code is in no way intended to restrict employees from collectively bargaining or participating in concerted activities to improve working conditions.

3.02 FAIR DEALING
ADS competes vigorously but fairly. All employees are obligated to deal fairly with ADS’s customers, vendors, competitors and fellow employees. Employees will not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice. ADS employees should refer to our Sales Integrity Policy and their sales training relating to this topic.

3.03 PRICE SETTING
ADS requires that pricing is developed independently and without any discussion or agreement with our competitors. You, as well as ADS, could be liable for criminal and/or civil penalties if you collaborate with our competition on pricing or performance issues. See our Sales Integrity Policy and contact our Legal Department if you receive pricing information relating to bids by our competitors.

SECTION 4: PROTECTION AND USE OF COMPANY ASSETS

All employees should protect ADS’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on ADS’s profitability, business continuity and reputation. The use of the funds, services or assets of ADS, whether for personal gain or not, for any unlawful, unethical or improper purpose is strictly prohibited.

4.01 PROHIBITION AGAINST USING CORPORATE ASSETS FOR POLITICAL PURPOSES
ADS encourages you to participate in the political process as an individual and on your own time. However, you are prohibited from using the funds, assets, services, properties or facilities of ADS, directly or indirectly, for aiding, supporting or opposing any political party, association, organization or candidate unless specifically authorized by ADS. Please contact our Legal Department if you have any questions about this policy.

4.02 GIFTS AND ENTERTAINMENT
The giving and receiving of gifts is a common business practice. In other industries, appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business partners. However, the laws require that contractors and governmental personnel remain independent and objective and strictly prohibit ‘quid pro quo’ scenarios – i.e., you receive something in exchange for giving something (preferential pricing, etc.). ADS has adopted a policy to assist employees in making appropriate gift and entertainment decisions for US government employees and our vendors. ADS employees should refer to our Gifting and Entertainment Policy for guidance.

If you have any questions about whether it is permissible to accept a gift or something else of value, refer to ADS’s policies regarding same or contact the Legal Department for guidance.

4.03 ANTI-CORRUPTION/FOREIGN CORRUPT PRACTICES ACT (FCPA)
It is the policy of ADS to comply with all laws and regulations that relate to any of its foreign business activities, and not to take or authorize any action that could give rise to the appearance of impropriety, especially as it relates to the U.S. Foreign Corrupt Practices Act and the growing body of international anti-corruption laws.
If you conduct business in other countries, you must be particularly careful that gifts and entertainment to certain foreign persons are not construed as bribes, kickbacks or other improper payments. ADS has adopted a policy for employee compliance with the Foreign Corrupt Policy Act and employees should refer to our FCPA Anti-Corruption Policy for guidance.

Any employee having information or knowledge of any unrecorded fund or asset or any arrangement or transaction prohibited by this policy statement shall promptly report such matter to ADS' Legal Department or via the Ethics Hotline. Your issue will be investigated and treated with sensitivity, and confidentiality, except to the extent necessary to investigate and resolve the complaint.

4.04 COMPANY RECORDS
Accurate and reliable records are crucial to our business. Our records are the basis of our earnings statements, financial reports and other disclosures to third parties and guide our business decision-making and strategic planning. Our records include customer and vendor information, including pricing information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.

All of our records must be complete, accurate and reliable in all material respects. Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited. You are expected to act in good faith, responsibly, with due care, competence and with common sense in a timely manner. You may not misrepresent material facts or allow your independent judgment or decisions to be improperly influenced or biased by others or by other factors such as operating unit or individual performance or objectives, plans, forecasts or financial commitments. If you believe someone is asking or directing you to violate these obligations, report the situation promptly. You are responsible for understanding and complying with our record-keeping policy. Ask your supervisor if you have any questions.

Personal Liability
As a part of your role, you may be responsible for reporting facts which support requests for contract payments. If you make false statements regarding the facts supporting a payment request, you may be criminally and civilly liable. This means that you could go to jail and the government could seek a monetary penalty against you, personally. Timesheets are particularly important. If you are required to complete a timesheet, it must be completed accurately and on a daily basis.

4.05 ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS
The Company’s principal financial officers and other employees serving in a finance, accounting, corporate treasury, tax or investor relations role (the “Finance Team”) have a special responsibility to ensure that all of our financial disclosures with respect to the Company are prepared and reported in a full, fair, accurate, timely and understandable manner. These employees must understand and strictly comply with the Company’s accounting policies and U.S. generally accepted accounting principles and all standards, laws and regulations for accounting and financial reporting of transactions, estimates and forecasts generally accepted by the U.S. You are expected to comply with the internal controls, disclosure controls and procedures and other policies and procedures established by the Company from time to time.

Any action (direct or indirect) to force, manipulate, mislead or fraudulently influence any person, including a principal financial officer or other member of the Finance Team in the performance of their duties with respect to the financial books and records is a violation of this Code. This includes situations involving the recording or authorization of any financial transactions that are incorrect or improper or not adequately supported. Any action (direct or indirect) to force, manipulate, mislead or fraudulently influence the Company’s independent auditors in the performance of their audit or review of the Company’s financial statements is prohibited. Any violation of this Section should be immediately reported directly to the General Counsel.