Introduction

1.1 – This Code of Business Conduct and Ethics (the “Code”) has been approved by the Shareholders (the “Shareholders”) of Blacksync Inc. and is intended to assist all employees, officers, directors, agents and contractors (the “BSNC Representatives”) of Blacksync Inc. and each of its direct and indirect subsidiaries and branches (collectively, the “BSNC”) to maintain the highest standards of ethical conduct in company affairs. This Code is intended to comply with US and State of Delaware law requirements.

1.2 – Specifically, the purpose of this Code is:

• to encourage among BSNC Representatives a culture of honesty, accountability and mutual respect;
• to provide guidance to help BSNC Representatives recognize ethical issues; and to provide mechanisms to support the resolution of ethical issues.

Overview

2.1 – The Code is the policy of BSNC to apply high standards of courtesy, professionalism and honesty in its interactions with customers, the Shareholders, suppliers, co-workers and the community. This Code governs the business related conduct of all BSNC Representatives, including, but not limited to, the Executive Chairman and the General Manager, and all other directors, officers and employees of BSNC.

Compliance with Laws

3.1 – A variety of laws apply to BSNC and its operations. It is the BSNC’s policy to comply with all applicable laws, including employment, discrimination, health, safety, competition, securities, banking and environmental laws. No BSNC Representative has authority to violate any law or to direct another BSNC Representative or other person to violate any law on behalf of BSNC. Each BSNC Representative is expected to comply with all such laws, as well as rules and regulations adopted under such laws. Violations of laws may subject an BSNC Representative to individual criminal or civil liability, as well as to discipline by BSNC. Such individual violations may also subject BSNC to civil or criminal liability or the loss of reputation or business. Many of the laws applicable to BSNC and BSNC Representatives are complex and fact specific. If any BSNC Representative has questions concerning a specific situation, he or she should contact the Compliance Officer before taking any action.

3.2 – BSNC Representatives are expected to make or participate in business decisions and actions during their relationship with BSNC based on the best interests of BSNC and not based on personal relationships or benefits. A conflict of interest, which can occur or appear to occur in a wide variety of situations, may compromise a BSNC Representative’s ability to act ethically.

3.3 – A conflict of interest occurs when the personal interest of a BSNC Representative, an immediate family member of a BSNC Representative or a person with whom a BSNC Representative has a close personal relationship interferes with, or has the potential to interfere with, the interests or business of BSNC. For example, a conflict of interest may occur where a BSNC Representative, his or her family member or person with whom he or she has a close personal relationship receives a gift, a unique advantage or an improper personal benefit as a result of the BSNC Representative’s position at BSNC. A conflict of interest could make it difficult for a BSNC Representative to perform company duties objectively and effectively because he or she is involved in a competing interest.

3.4 – A conflict of interest can occur in a variety of situations. BSNC Representatives must be alerted to recognize any situation that may raise conflict of interest issues and must disclose to the Compliance Officer any material transaction or relationship that reasonably could be expected to give rise to actual, or the perception of, conflicts of interest with BSNC. Any BSNC Representative who becomes aware of an actual or potential conflict should bring it to the attention of the Compliance Officer or follow the compliance procedures described in the section entitled “General Policy Regarding Report of Violations” below. Transactions between related parties will not be conflicts of interest under this Code if they are reviewed and approved in accordance with the requirements specify in US and State of Delaware law and regulations.

Company Opportunities

3.5 – BSNC Representatives must not appropriate for themselves the benefit of any business venture, opportunity, or potential opportunity he or she learns about during his or her employment or office. A BSNC Representative must not use the BSNC’s proprietary information or position for personal gain. A BSNC Representative must not compete against BSNC, either directly or indirectly.

3.6 – BSNC Representatives owe a duty to BSNC to advance its legitimate interests when the opportunity to do so arises.

Outside Activities / Employment and Civic / Political Activities

3.7 – Any outside activity must not significantly encroach on the time and attention BSNC Representatives devote to their duties for BSNC and should not adversely affect the quality or quantity of their work. In addition, BSNC Representatives may not imply BSNC’s sponsorship or support of any outside activity that is not official business of BSNC, and under no circumstances are BSNC Representatives permitted to take for themselves or their family members’ business opportunities that are discovered or made available by virtue of their positions at BSNC. Moreover, except as permitted by the following paragraph or by the Shareholders, the Executive Chairman of BSNC or the Compliance Officer, no employee of BSNC may perform services for or have a financial interest in any entity that is, or to such employee’s knowledge may become, a vendor, client or competitor of BSNC.

3.8 – Employees of BSNC are prohibited from taking part in any outside employment or directorships without the prior written approval of the Executive Chairman or the Compliance Officer, except for minor and unrelated employment and for directorships on charitable boards that in each case do not interfere with the employee’s duties to BSNC.

3.9 – No employee of BSNC may acquire securities of a customer, supplier, or other party if ownership of the securities would be likely to adversely affect either the employee’s ability to exercise independent professional judgment on behalf of BSNC or the quality of such employee’s work. BSNC Representatives must always follow the BSNC’s other policies concerning the trading of securities, including those further described in this Code.

3.10 – BSNC Representatives are encouraged to participate in civic, charitable or political activities so long as such participation does not encroach on the time and attention, they are expected to devote to their BSNC related duties. Such activities are to be conducted in a manner that does not create an appearance of the BSNC’s involvement or endorsement.

Inventions, Books and Publications

3.11 – BSNC Representatives must receive written permission from the Executive Chairman or the Compliance Officer before developing, outside of BSNC, any products, software or intellectual property that may be related to the BSNC’s current or potential business.

Loans to Executive Officers and Directors

3.12 – BSNC will not, directly or indirectly, make loans or extend credit or provide guarantees to or for the personal benefit of executive officers or directors of BSNC except in connection with the payment of withholding tax payable on equity compensation granted to executive officers or directors under an equity compensation plan of the BSNC.

Bribery and Other Improper Payments

4.1 – No BSNC Representative may, directly or indirectly, give, offer, demand, solicit or accept a bribe to or from anyone while conducting business on behalf of BSNC, including for the purpose of obtaining or retaining business, or for any other advantage. No BSNC Representative may, directly or indirectly, give, offer, demand, solicit or accept any improper payment to or from anyone while conducting business on behalf of BSNC, including for the purpose of obtaining or retaining business, or for any other advantage. Improper payments include, without limitation, any gift, gratuity, reward, advantage, or benefit of any kind (monetary or non-monetary).

4.2 – For greater certainty, a third-party intermediary, such as an agent or family member, cannot be used to further any bribe or improper payment or otherwise violate the spirit of this Code.

Dealings with Government and Public Officials

4.3 – BSNC strictly prohibits any payment to any public official that violates the laws of any jurisdiction in which BSNC operates. BSNC strictly prohibits any BSNC Representative from giving, offering, promising, demanding, soliciting or receiving, directly or indirectly, any bribe or improper payment, using company or personal funds, to or from public officials of any government or governmental agency for the purpose of obtaining or retaining business, or for any other reason. Any offer of, or request for, any bribe or improper payment must be reported to the Compliance Officer. BSNC strictly prohibits any person from making any payment if such person knows or reasonably believes that all, or a portion of, the payment will be offered, given or promised, directly or indirectly, to any public official of any government or governmental agency for the purposes of assisting BSNC in obtaining or retaining business.

4.4 – Public officials include, without limitation:

• political parties or officials thereof, political candidates and elected or appointed representatives of any government or governmental agency holding a legislative, administrative or judicial position at any level;
• a person who performs public duties or functions, including a person employed by a board, commission, corporation or other body or authority that is established to perform a duty or function on behalf of the government, or is performing such a duty or function; and
• an official or agent of a public international organization that is formed by two or more states or governments, or by two or more such public international organizations.

Gifts and Business Courtesies

4.5 – BSNC strictly prohibits any payment to any person that violates the laws of any jurisdiction in which BSNC operates. Except to the extent specifically permitted below, BSNC strictly prohibits any person from giving, offering, promising, demanding, soliciting or receiving, directly or indirectly, a gift, or using company or personal funds, in such a way that could influence, or reasonably give the appearance of influencing, the BSNC’s business relationship with another person. Any offer of, or request for, such a gift or use of funds must be reported to the Compliance Officer.
Exceptions

4.6 – BSNC does not prohibit the giving or receiving of gifts of nominal or token value to or from non- government suppliers and customers, provided that they are not for the express purpose of obtaining or retaining business or some other advantage for BSNC and provided that they are otherwise lawful. BSNC does not prohibit expenditures of amounts for meals and entertainment and travel expenses in connection with customer conferences of BSNC and other promotional activities for non-government suppliers and customers that are ordinary and customary business expenses, if they are otherwise lawful. These expenditures should be included on expense reports and approved pursuant to the BSNC’s standard procedures.

4.7 – Gifts include, without limitation, material goods, as well as services, promotional premiums and discounts. BSNC does not prohibit the giving or receiving of rewards, advantages or benefits that are permitted or required under the written laws of a government for which a public official performs duties or functions. BSNC does not prohibit payments made that are otherwise lawful in respect of reasonable expenses incurred in good faith by, or on behalf of, a public official which are directly related to the promotion, demonstration or explanation of the BSNC’s products and services, or the execution or performance of a contract between BSNC and the government for which the official performs duties or functions. BSNC does not prohibit facilitation payments that are otherwise lawful. Facilitation payments are payments made to expedite or secure the performance Any facilitation payments must be recorded as such in the accounting records of BSNC. Further, such facilitation payments shall not exceed the fees lawfully required by the public official for the function requested. For greater certainty, an act of routine nature does not include a decision to award new business or to continue business with a particular party, including a decision on the terms of that business, or encouraging another person to make any such decision.

4.8 – Caution should be exercised with respect to these exceptions. If there is any doubt as to the legitimacy of a payment under this Code or under any law, advice should be sought from the Compliance Officer. In addition to the guidance above BSNC Representatives should also refer to the BSNC’s Anti-Bribery & Anti-Corruption Policy and the BSNC’s Gifts & Hospitality Policy.

Public Disclosures

5.1 – BSNC has an obligation in compliance with applicable laws to make full, fair, accurate, timely and understandable disclosure in its financial records and statements, in reports and documents that it files with or submits to regulatory authorities and in its other public communications.

5.2 – In furtherance of this obligation, each BSNC Representative, in performing his or her duties, shall act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated, in order to ensure that to the best of his or her knowledge the BSNC’s books, records, accounts and financial statements are maintained accurately and in reasonable detail, appropriately reflect BSNC’s transactions, are honestly and accurately reflected in its publicly available reports and communications and conform to applicable legal requirements and the BSNC’s system of internal controls.

Handling of Confidential Information

6.1 – BSNC Representatives should observe the confidentiality of information that they acquire by virtue of their relationship with BSNC, including information concerning BSNC and its customers, suppliers and competitors and other BSNC Representatives, except where disclosure is approved by an executive officer of BSNC or otherwise legally mandated. In addition, BSNC Representatives must safeguard proprietary information, which includes information that is not generally known to the public and has commercial value in BSNC’s business. Proprietary information includes, among other things, drill results, business methods, analytical tools, software programs, source and object codes, trade secrets, ideas, techniques, inventions (whether patentable or not) and other information relating to economic analysis, designs, algorithms and research. It also includes information relating to marketing, pricing, clients, and terms of compensation for BSNC Representatives. The obligation to preserve proprietary information continues even after employment ends. In addition to violating this Code and policy of BSNC, unauthorized use or distribution of proprietary information could also be illegal and result in civil or even criminal penalties. BSNC considers its proprietary information an important asset and may bring suit against employees or former employees to defend its rights vigorously.

Use of Assets of the Company

7.1 – Assets of BSNC, including facilities, funds, materials, supplies, time, information, intellectual property, software, company opportunities and other assets owned or leased by BSNC, or that are otherwise in BSNC’s possession, may be used only for legitimate business purposes of BSNC. Assets of BSNC are not to be misappropriated, loaned to others, donated, sold or used for personal use, except for any activities that have been approved in writing by the Executive Chairman or the Compliance Officer in advance, or for personal usage that is minor in amount and reasonable. BSNC Representatives are to report any theft or suspected theft to the Compliance Officer. No BSNC Representative should knowingly invoke a program or code that could damage the BSNC’s assets.

Fair Dealing

8.1 – Each BSNC Representative should deal fairly and in good faith with other BSNC Representatives, security holders, customers, suppliers, regulators, business Shareholders and competitors. No BSNC Representative may take unfair advantage of anyone through manipulation, concealment, misrepresentation, inappropriate threats, fraud, abuse of confidential information or any other intentional unfair-dealing practice.

Delegation of Authority

9.1 – Each BSNC Representative, and particularly each of the BSNC’s executive officers, must exercise reasonable care to ensure that any permitted delegation of authority is reasonable and appropriate in scope, and includes appropriate and continuous monitoring.

Health and Safety

10.1 – BSNC strives to provide each BSNC Representative with a safe and healthy work environment. Each BSNC Representative has responsibility for maintaining a safe and healthy workplace for all BSNC Representatives by following safety and health rules and practices, and promptly reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior will not be tolerated by BSNC. BSNC Representatives should report to work in proper condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs or alcohol in the workplace will not be tolerated by BSNC.

Discrimination and Harassment

11.1 – BSNC is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples of conduct that will not be tolerated include derogatory comments based on racial, ethnic or religious characteristics, age, ancestry, color, race, citizenship, ethnic origin, creed, disability, family status, marital status, gender, sex, sexual orientation, unwelcome sexual advances or comments and any other ground of discrimination prohibited by law.

E-Mail, Internet, Telephones and Others Forms of Communications

12.1 – BSNC provides employees with access to e-mail, the Internet, telephones and other forms of communication for business purposes, and while we understand the need for limited and occasional use of these tools for personal purposes, this use should not be excessive or be detrimental to BSNC. BSNC’s e-mail system, including e-mail accounts and addresses, are the property of BSNC. BSNC has the right to access, monitor and review communications conducted using BSNC’s resources and employees should have no expectation of privacy when using these resources. Internet use must be conducted in a reasonable professional manner and must not impede on employee’s ability to perform his or her duties. For example, accessing Internet sites containing obscene or offensive material, or sending e mails that are derogatory or harassing to another person or group of people or chain emails, is prohibited. Employees must be also vigilant to ensure that the network security is maintained. BSNC’s policies against workplace discrimination and harassment apply fully to employee use of e-mail, the Internet, telephone and other forms of communication. BSNC Representatives should refer to the BSNC’s Social Media & Communication Policy for more information on how BSNC Representatives should conduct themselves online.

Reporting of Violations Procedure

13.1 – BSNC Representatives who observe, learn of, or, in good faith, suspect a violation of this Code must immediately report the violation pursuant to the procedures for submission of complaints and concerns set out in BSNC’s Whistleblower Protection Policy.

13.2 – BSNC does not tolerate acts of retaliation, including demotion, discharge, discipline, discrimination, harassment, suspension or threats, against any BSNC Representative who makes a good faith report of known or suspected acts of misconduct or other violations of this Code.

Compliance

Adherence to Code and Disciplinary Action

14.1 – All BSNC Representatives have a responsibility to understand and follow this Code. In addition, all BSNC Representatives are expected to perform their work with honesty and integrity in all areas not specifically addressed in this Policy. BSNC will discipline any BSNC Representative who violates this Code or related practices. The determination of the appropriate discipline will be made by the Executive Chairman in consultation with the Shareholders. Such discipline may include, among other things, written notice to the BSNC Representative that BSNC has determined that there has been a violation, censure by BSNC, demotion or reassignment, suspension with or without pay or benefits, or termination of the BSNC Representative’s relationship with BSNC.

14.2 – Records of all violations of this Code and the disciplinary action taken will be maintained by the Compliance Officer and will be placed in the applicable BSNC Representative’s personnel file. BSNC will notify and cooperate with the police or other governmental authorities regarding acts of BSNC Representatives involving violations of law.In addition, some violations may result in BSNC bringing suit against employees or former employees to defend its rights vigorously.

Communications

14.3 – BSNC strongly encourages dialogue among BSNC Representatives and their supervisors to make everyone aware of situations that give rise to ethical questions and to articulate acceptable ways of handling those situations. The Compliance Officer shall provide a report to the Shareholders, at least on a quarterly basis, on investigations and other significant matters arising under this Code.

Responsibility of Senior Employees

14.4 – Officers and other managerial employees are expected to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Managerial employees may be disciplined if they condone misconduct, do not report misconduct, do not take reasonable measures to detect misconduct or do not demonstrate the appropriate leadership to ensure compliance.

Related Policies of the Company

Whistleblower Protection Policy

15.1 – As part of the BSNC’s commitment to the highest standards of corporate governance, BSNC has established procedures for the receipt, retention and handling of complaints and concerns received relating to, among other things, alleged or suspected illegal activity or violations of this Code or a code of conduct of a subsidiary of BSNC. Any such illegal activity or code violation must be reported promptly, as set out in BSNC’s Whistleblower Protection Policy.

15.2 – This Code should be read in conjunction with BSNC’s other related policy documents, including the BSNC’s Anti-Corruption & Anti-Bribery Policy, Gifts & Hospitality Policy. This Code supplements any contractual obligation any person may have under the terms of any agreements with BSNC. This Code is not intended to create any contract (express or implied) with any person, including, without limitation, any employment or consulting contract, or to constitute any promise that a person’s employment or consulting arrangement will not be terminated except for cause.

Acceptance

16.1 – By accepting this Code, the BSNC Representative accepts BSNC’s values and standards and is obliged to comply with them during the contractual relationship with BSNC. Any violation of this Code will thus be deemed as a severe breach of contract which entitles BSNC to withdraw from the contract unless the BSNC Representative manages after being granted a reasonable period of grace to eliminate / resolve the circumstances / issues which led to non-compliance within such period. However, in case of deliberate or repeated non-compliance or in case BSNC’s business and or reputation might be affected by the non-compliance of the BSNC Representative, BSNC is entitled to withdraw from the contract with immediate effect (i.e. without necessity to allow for a period of grace before withdrawal).

Approval and Amendment

17.1 – This Code was approved and adopted by the Shareholders. BSNC is committed to reviewing and updating its policies and procedures on a continuing basis. This Code may be revised, changed or amended at any time by the Shareholders, and amendment to the Code will be disclosed promptly to BSNC Representatives and will be disclosed publicly in accordance with applicable securities laws.

Publication of the Code

18.1 – This Code will be posted on BSNC’s website at www.blacksync.com. For any further information you may need, related to this document, we kindly invite you to write to the Compliance Team.

Reference

Blacksync Inc.
14 Wall Street, 20th Floor
Manhattan, New York
NY 10005, United States
Registration no. DE-3221551
Last Update: February 28, 2025