CODE OF CONDUCT AND ETHICS OF THE CRYPTO COMPANY

Introduction

This Code of Conduct and Ethics (the “Code”) of The Crypto Company and its subsidiaries (“Crypto”) provides an ethical and legal framework for business practices and conduct to which all Crypto employees, officers and directors (“Crypto Associates”) must
adhere.

1. Compliance with Laws, Rules and Regulations

Crypto Associates shall obey the law and comply with the laws, rules and regulations of the municipalities, states and countries in which Crypto operates.

More specifically, Crypto Associates shall:

A. Comply With U.S. Securities Laws Prohibiting “Insider Trading”

As more fully described in Crypto’s Insider Trading Policy, Crypto Associates who are in possession of material nonpublic information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of Crypto’s business. “Material nonpublic information” is a legal term also commonly referred to as “inside information.” Material information is any information that an investor might consider important in deciding whether to buy, sell or hold securities, such as whether the information could reasonably be expected to affect the price of a stock. Examples of certain types of material information are:

  • financial results, forecasts and other information;
  • possible mergers, acquisitions, divestitures or joint ventures; and
  • information concerning important product and technological developments, major litigation developments and major changes in business direction.

Information is considered nonpublic unless it has been adequately disclosed to the public. Examples of effective disclosure include public filings with the Securities and Exchange Commission and the issuance of Crypto press releases.

Crypto Associates must not trade Crypto securities on the basis of inside information and must be careful not to make this information available to others who might profit from it.

Material inside information should only be disclosed to those who need to know it and should not be discussed in public places. In addition, Crypto Associates must avoid recommending that someone buy or sell securities of Crypto. This guidance also applies to securities of companies with which Crypto has a relationship, that is, a customer, supplier, vendor or other business associate.

If you have a question as to whether certain information is material or if it has been adequately disclosed to the public, you must contact Crypto’s corporate and securities counsel and abstain from trading in Crypto’s securities or disclosing that information until you have been informed that the information is not material or has been appropriately disclosed.

Directors and executive officers also should be reminded that they have further restrictions on their ability to trade in Crypto’s securities, as further explained in Crypto’s Insider Trading Policy.

Hedging and Monetization Transactions

In addition to the above insider trading prohibitions, directors and executive officers of Crypto, other employees of Crypto who have been granted options to purchase Crypto’s securities or who have received awards of equity based securities, all Crypto employees who report directly to the Chief Executive Officer and all employees in Crypto’s Finance Department that are at the director level or above (“Covered Persons”) may not, unless otherwise provided in the Insider Trading Policy, (i) trade any options on Crypto securities or (ii) maintain a short position in Crypto securities.

Covered Persons are also prohibited from engaging in certain “hedging” or “monetization” transactions. Hedging and monetization transactions allow an investor to receive compensation for transferring part or all of the economic risk and/or return associated with securities of an issuer, without formally transferring the legal and beneficial ownership of such securities. These transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forward contracts (i.e., contracts that allow an investor to receive an up-front payment in exchange for delivery of a variable amount of shares or cash in the future), equity swaps or zero cost collars (i.e., contracts that allow an investor to lock in much of the value of his or her security holdings, often in exchange for all or part of the potential for upside appreciation in the securities). Such hedging transactions may allow a Covered Person to continue to own Crypto shares obtained through employee benefit plans or otherwise without the full risks and rewards of ownership. When that occurs, the Covered Person may no longer have the same objectives as the Company’s other shareholders. Therefore, unless otherwise provided in the Insider Trading Policy, all Covered Persons are prohibited from engaging in such hedging or monetization transactions related to Crypto shares. Should you have questions regarding whether a proposed transaction related to Crypto shares is prohibited, you should contact Crypto’s corporate and securities counsel and abstain from trading until your proposed transaction has been cleared.

B. Comply with U.S. Securities Laws Concerning Disclosure Requirements

As a public company, it is of critical importance that the reports Crypto files with, or submits to, the Securities and Exchange Commission be accurate and complete. Crypto’s officers, directors and management are responsible for ensuring that information disclosed to the public is full, fair, accurate, timely and understandable. This group is charged with establishing and managing Crypto’s transaction and reporting systems and procedures to ensure that:

  • business transactions are properly authorized and completely and accurately recorded on Crypto’s books and records in accordance with Generally Accepted Accounting Principles (GAAP) and established Crypto financial policy and its system of internal controls;
  • the retention or proper disposal of Crypto’s records are in accordance with established financial policies and applicable legal and regulatory requirements; and
  • periodic financial communications and reports are delivered in a timely manner that facilitates clarity of content and meaning so that readers and users will quickly and accurately determine their significance and consequence.

C. Comply With Anti-Bribery Laws and Laws Concerning Payments to
Government Personnel

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates to obtain or retain business. Likewise, the U.K. Bribery Act prohibits payments to foreign government officials, as well as to employees of private businesses, to influence the performance of their duties. Illegal payments to government officials of any country are strictly prohibited.

In addition, U.S. laws make it illegal to promise, offer or deliver a gift, favor or other gratuity to an official or employee of the U.S. government. Many state, local and foreign governments also have laws and regulations limiting or prohibiting gifts and gratuities. Illegal gifts, favors, or gratuities are strictly prohibited.

D. Comply With U.S. Law Concerning Discrimination and Harassment

Crypto Associates must never discriminate against another Crypto Associate on the basis of race, color, sex, religion, sexual orientation, age, national origin, non-job related handicap(s) or any other unlawful basis. For additional details regarding Crypto’s anti-discrimination/anti- harassment policies and procedures, please refer to the applicable employee handbook. Managers must not take any adverse actions in retaliation for complaints regarding alleged discrimination or harassment.

E. Comply With Health and Safety Rules

Crypto strives to provide a safe and healthy work environment. Each Crypto Associate has responsibility for maintaining a safe and healthy workplace for all employees and customers by following safety and health rules and practices. Crypto Associates should report potential safety hazards to their managers, and managers must not take any adverse actions in retaliation for good faith reporting of safety issues. Violence and threatening behavior are not permitted. Crypto Associates should report to work in a condition to safely and effectively perform their duties.

F. Comply With Intellectual Property Laws

Crypto respects the valid intellectual property rights of others, just as Crypto considers its own intellectual property rights to be important. Crypto Associates should not use the valid trademarks of others unless they have obtained a license or other right to do so first. Crypto Associates also should not make unauthorized copies of the work or portions of the work of others, including product and service specifications, data, know-how, formulae, compositions, algorithms, processes, designs, computer software and programs (including object code and source code), information and data security protocol, technology and proprietary knowledge and procedures relating to currency trading, including but not limited to electronic trading systems, internal processing systems, portfolio valuation and risk management. If you have questions regarding what materials you may or may not use, contact the Chief Technology Officer for guidance.

Crypto expects that Crypto Associates will comply with computer software copyright laws. Crypto Associates may only use authorized software on Crypto computers, networks and electronic devices. If you have questions, you should contact the Chief Technology Officer.

2. Conflicts of Interest

A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of Crypto. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in Crypto.

It is almost always a conflict of interest for an Crypto Associate to work simultaneously for a competitor, consultant or other business associate. Therefore, a Crypto Associate is not allowed to work for, nor serve as a consultant or board member for a competitor, consultant or other business associate, without approval of Crypto’s Board of Directors or its delegate. The best policy is to avoid any direct or indirect business connection with Crypto’s competitors, consultants or other business associates, except on Crypto’s behalf. Conflicts of interest are prohibited as a matter of Crypto policy, unless approved by the Board of Directors or its delegate. If a Crypto Associate becomes aware of a conflict or potential conflict, it should be brought to the attention of a supervisor, manager or other appropriate personnel.

3. Corporate Opportunities

Crypto Associates are prohibited from taking for themselves personal opportunities that are discovered through the use of corporate property, information or their position without the consent of the Board of Directors. You may not use corporate property, information or a relationship with Crypto for improper personal gain and may not compete with Crypto directly or indirectly.

4. Protection and Proper Use of Crypto’s Assets and Confidentiality of Information

Crypto Associates should protect Crypto’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Crypto equipment, property and supplies should not be used for non-Crypto business, though incidental personal use may be permitted. Crypto Associates’ obligation to protect Crypto’s assets includes protecting and maintaining its proprietary information. Proprietary information includes, but is not limited to, intellectual property such as trade secrets, trademarks and copyrights, as well as business, marketing and service plans, contractual terms, salary information and any unpublished financial data and reports, product and service specifications, data, know-how, formulae, compositions, algorithms, processes, designs, computer software and programs (including object code and source code), information and data security protocol, technology and proprietary knowledge and procedures relating to currency trading, including but not limited to electronic trading systems, internal processing systems, portfolio valuation and risk management. All works, including intellectual property rights to those works, created or developed, in whole or in part, by any Crypto Associate in the scope of such Crypto Associate’s employment, and/or using company time, resources or information, are the property of Crypto. Unauthorized use or distribution of proprietary information would violate Crypto policy and could also be illegal and result in civil or even criminal penalties.

Crypto has certain personal data of its third party business associates and present and former Crypto Associates. Crypto respects the privacy of this personal data and is committed to handling this data responsibly and using it as authorized for legitimate business purposes. Accordingly, Crypto Associates have an obligation to collect and use such personal data in a manner that (1) complies with all applicable laws and regulations and Crypto policies, including preventing unauthorized access to such personal data; and (2) upholds any confidentiality or privacy obligations of Crypto in its contracts. The obligation to maintain and protect the confidentiality of personal data continues even after employment ends. If you have any questions about how personal data can be collected or used, contact Crypto’s corporate and securities counsel.

Crypto Associates also should strive to protect Crypto’s data and systems from
unauthorized access or attacks (e.g. hacking, ransomware, viruses, etc.).

5. Gifts and Business Courtesies

Crypto Associates and their family members should never offer, give, provide or accept any gift or other business courtesy unless it: (1) is not a cash gift; (2) is consistent with customary business practices; (3) is not excessive in value; and (4) does not violate any laws or regulations. Crypto Associates should discuss with their supervisor any gifts or proposed gifts that they are not certain are appropriate.

6. Violations of this Code of Conduct and Ethics

Crypto Associates are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior in violation of this Code or whenever in doubt about the best course of action in a particular situation. Officers and directors should consult the Audit Committee of the Board of Directors about any such concerns. Everyone is expected to cooperate in internal investigations of misconduct. Crypto will not retaliate against anyone for good faith reports of misconduct and violations of this Code.

The Audit Committee of the Board of Directors is ultimately responsible for enforcing violations of this Code. Violations of this Code may result in disciplinary measures, including counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment and restitution.

7. Reporting Procedures for Accounting, Auditing and Anti-Bribery Matters

Crypto is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices and all anti-bribery laws. To facilitate the reporting of complaints and concerns pursuant to Section 301 of the Sarbanes-Oxley Act of 2002, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other laws prohibiting inappropriate payments to government and other personnel, the Audit Committee of the Board of Directors has established the following procedures for: (1) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (“Accounting Matters”) or payments to officials of foreign governments or international organizations, foreign political candidates or to employees of private business to obtain or retain business (“Illegal Payments”); and (2) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters or possible Illegal Payments. Any person with concerns regarding any Accounting Matter or possible Illegal Payment may report their good faith concerns without fear of retaliation.

Scope of Matters Covered by These Procedures

These procedures relate to all reports concerning any possible Illegal Payments and any
questionable accounting or auditing matters, including, without limitation, the following:

  • fraud or deliberate errors in the preparation, evaluation, review or audit of any financial statement;
  • fraud or deliberate errors in the recording and maintenance of financial
    records;
  • deficiencies in or noncompliance with Crypto’s internal accounting
    controls;
  • misrepresentations or false statements regarding a matter contained in Crypto’s financial records, financial reports or audit reports; or
  • deviations from full and fair reporting of Crypto’s financial condition.
Procedures for and Treatment of Complaints
  • Crypto Associates may make complaints on a confidential or anonymous basis to the Internal Audit Department. Complaints may be made through: e-mail rebeca@tcc.co; or the mail send complaints to: c/o Rebeca, The Crypto Company, 22809 Pacific Coast Highway, Malibu, CA 90265.
  • Upon receipt of a complaint, the COO will: (i) determine whether the complaint actually relates to an Accounting Matter or an Illegal Payment; and (ii) when possible, acknowledge receipt of the complaint to the sender.
  • The CEO (or such other persons the Audit Committee designates) will review the complaints submitted under the Audit Committee’s direction and oversight. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.
  • The COO will maintain a log of all complaints, tracking their receipt, investigation and resolution and will prepare a periodic summary report thereof for the Audit Committee.
  • Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee.
  • Crypto will not discharge, demote, suspend, threaten, harass or in any manner retaliate against any Crypto Associate in the terms and conditions of employment based upon any lawful actions of such Crypto Associate with respect to good faith reporting of complaints regarding Accounting Matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002 or regarding Illegal Payments.
  • Copies of complaints and COO’s log will be maintained for seven (7) years.

8. Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code for executive officers and directors may be made only by the Board of Directors and will be promptly disclosed as required by law.