SHARP ELECTRONICS CORPORATION ACKNOWLEDGEMENT OF RECEIPT OF HUMAN REOURCES DOCUMENTS FOR TEMPORARY ASSIGNMENT The intent of this form is to confirm receipt of the specific, essential, SEC policy documents listed below as they pertain to your temporary assignment at Sharp Electronics Corporation. If you have any questions about your temporary assignment or our policies, please fee! free to contact the Human Resources Department. Please refer to our Human Resources intranet site at “INTRANET.SHARPSEC.COM" for the most current version of our Employee Handbook. Information on revisions to HR policies and procedures is generally disseminated via electronic mail By signing below, you are confirming receipt of the above documents. FIRST NAME LAST NAME DATE ‘CORP. HUMAN RESOURCES: DATEDISCRIMINATION AND SEXUAL HARASSMENT It is the policy of SEC that there will be no unlawful discrimination against, any employee. It is our goal to provide each of you with a work environment in which you will be treated with dignity and respect by management, co-workers, vendors, customers and others with whom you come into contact at work. In keeping with this policy, the Company does not tolerate harassment on the basis of age, sex, gender identity, race, color, creed, national origin, religion, mental or physical disability, marital status, sexual orientation, genetic information, protected veteran status, or any other legally protected characteristic of any of our employees. We expect all employees to be diligent in preventing such conduct and in furthering investigations by honest, accurate, and prompt responses when issues of potential discrimination are raised The following are examples of practices prohibited by Sharp policy: * Abusing the dignity of an employee through unwelcome, insulting or degrading sexual jokes, comments or conduct. * Threatening, demanding or suggesting that an employee's work status or any employment decision affecting an employee is contingent upon his/her tolerance of or acquiescence to sexual advances or requests for sexual favors. * Substantially interfering with an employee's work performance or creating an intimidating, hostile or offensive work environment through unlawful harassment or discrimination * Retaliating against any employee for complaining about such behavior, furnishing such information, or participating in any investigation of such behavior. We want you and all of our employees to know they can work in security and dignity and are not required to endure unwelcome, unlawful treatment or conduct. HARASSMENT COMPLAINT PROCEDURE If you believe that you have been or are being harassed or you become aware of harassment of other employees, you should without delay, contact your supervisor, the Human Resources Department, or any member of management in the way you feel most comfortable to bring the matter to our attention, so that we may conduct a prompt and thorough investigation. You may do this by telephone, in person or in writing. If you are an employee subject to the Dispute Resolution Program (see next section), you should follow that program's complaint procedures. Although these are our Company's procedures for reporting incidents of harassing behavior, they are not intended to impair, replace, or limit the right of any employee to seek a remedy under available state or federal law.Every member of management is responsible for maintaining a workplace free from unlawful harassment. Itis also the duty of every employee to support maintaining a workplace free from unlawful harassment and to utilize Sharp's complaint procedure to bring work-related harassment to Sharp's attention The Human Resources Department is primarily responsible for investigating all complaints involving sexual and other forms of harassment. As required by an investigation, the Company will take prompt and appropriate action. All actions taken to investigate and resolve such complaints are conducted in confidence to the extent practicable under the circumstances. It is not always possible to maintain confidentiality, especially if (i) Sharp is required by law to disclose information, for example, in agency or legal proceedings, or (ii) our paramount concem with protecting all interested parties’ rights is jeopardized. The Company considers sexual and other forms of harassment to be a major offense. Any employee found to be in violation of this policy will be subject to disciplinary action, up to and including termination of employment. SUBSTANCE ABUSE POLICY SEC is vitally concerned about the well-being and safety of our employees. The purpose of this policy is to prevent illegal activities, and to protect employees, the public, and Sharp property from any danger which may result from the use of drugs or alcohol abuse at work. We seek to apply this policy consistent with our regard for our employees’ dignity, their desire for confidentiality, and our Company's obligations and business requirements. Issues related to an individual's drug, alcohol and/or substance use, abuse and/or dependency may also impact an employee's ‘employment status, including continued employment. It is the policy of SEC to maintain a drug-free workplace and work force. Furthermore, as a company with contracts with the federal government, itis our responsibility to comply with the provisions of the Drug-Free Workplace Act of 1988. SEC prohibits the unauthorized use, abuse, sale, manufacture, transfer, distribution or possession of alcohol, narcotic drugs, non-medically prescribed controlled substances or illegal or unauthorized drugs (“drugs’) or drug paraphernalia on Company property or while traveling on Company business. You may neither report to work nor work while under the influence of alcohol, illegal or unauthorized drugs or controlled substances nor bring or store such items on Company premises regardless of whether they are kept in personal repositories such as backpacks, handbags, briefcases or vehicles. The abuse of alcohol or drugs at any time during your employment at SEC will be considered a violation of this policy. Employees who are under the influence of alcohol or drugs, or who possess or consume alcohol or drugs on the job, have the potential for interfering with their own, as well as their co-workers’, safe and efficient job performance, which may result in immediate termination of employment. Since even conduct off-the-job can create dangerous on-the-job situations or affect SEC's integrity, off-duty use of alcohol or drugs which renders an employee unfit for duty or unfit to represent SEC is prohibited. Driving rental cars, or your own car, on Company business in any way that violates state or local laws is also prohibited. Any illegal substances will be tumed over to the appropriate law enforcement agency, and may result in criminal prosecution. If you are convicted of or plead guilty or no contest to any offense involving the use, abuse, sale, manufacture, transfer, distribution or possession of illegal or unauthorized drugs or controlled substances, whether on or off the job, you must notify SEC's Corporate Human Resources Department in writing within five (5) days of the conviction. Failure to promptly notify the Company will be considered a violation of this Policy. Management will take into consideration all facts concerning the offense and the employee's job before determining any employment action. Some of the drugs which are illegal or controlled under Federal, State, or local laws include, among others, marijuana, heroin, hashish, cocaine, hallucinogens, and depressants and stimulants not prescribed for current personal treatment by an accredited physician. Employees undergoing prescribed medical treatment with a controlled substance should report this treatment to the Corporate Benefits Department. The use of controlled substances as part of a prescribed medical treatment programis, naturally, not grounds for disciplinary action, although itis important for the company to know that such use is occurring. This will permit us to ensure the safety of you, your co-workers, and SEC’s property. Sharp Electronics Corporation prohibits the use of any drug, except by prescription from a physician and only if the physician has advised the employee that such a prescription drug will not adversely affect the employee's ability to safely perform the essential functions of his/her position. If an employee is unable to perform safely and without adverse impact on performance due to the effects of a medication that the employee is taking by doctor's orders, the employee should contact their Human Resources Representative to advise them accordingly. Human Resources will then advise the employee if a reasonable accommodation can be made Itis the Company's practice to treat alcohol, drug, and substance dependencies as disabilities to the extent applicable law or regulation defines them as such, to make reasonable accommodation for such disabilities to the extent required by law and to make assistance available to employees with substance abuse problems who seek help in a timely manner consistent with this Policy and provisions of our Employee Assistance Program ("EAP")Employees who believe that they may have alcohol, drug, and/or substance abuse problems are encouraged to seek confidential referrals from either the Corporate Human Resources Benefits Department, directly from the EAP, or through ‘a management referral to the EAP for a substance abuse program. The names and numbers of Sharp's EAP programs for drug and rehabilitation are available by calling the appropriate “800” telephone number as distributed and posted on the Corporate Human Resources intranet site. We encourage employees with substance abuse problems to obtain treatment at the earliest opportunity. Sometimes, as a condition for continued employment, an employee will be required to participate in an alcohol or drug treatment or counseling program as well as comply with the provisions of any such program. Suspected Alcohol / Drug Abuse * In accordance with the aforementioned prohibitions, any suspicion of alcohol and/or drug abuse by an employee will be carefully investigated by ‘Management’. (As it applies to this policy, "Management" means Corporate Human Resources, the Legal Department, or representatives appointed by them.) * SEC prohibits any employee from reporting to work, remaining at work or engaging in Company activities at any location, with an alcohol Breathalyzer concentration of 0.02 or greater or the applicable state law standard where such standard is more restrictive or if testing reveals the presence of illegal drugs or controlled substances in concentrations resulting in a positive drug test. * Any employee who is directed to take a Breathalyzer test and refuses to do so is in violation of this Policy. Refusal to consent to testing or to submit to pre-employment, random or reasonable cause based drug or alcohol testing when directed by Management or the refusal to submit to an inspection of property when requested by the Company is a violation of this policy. * Management will address such matters with an employee based upon Management's judgment as to whether the employee appears to have used alcohol and/or drugs or to have otherwise violated this Policy. Factors that the Company may consider include, but are not limited to, performance deficiencies, violations of safety procedures, creating or causing a safety hazard, involvement in any accident, injury to anyperson, causing damage to Company or other property, or violation of the aforementioned prohibitions. * Based upon the totality of the circumstances as determined by the Company, violation of the prohibitions set forth above may result in ‘suspension, immediate termination of employment, referral to the Employee Assistance Program (EAP) or other action as determined by the Company to be appropriate. An employee's willingness to participate in prescriptive actions may be a determining factor relative to the continuation of employment, but will not preclude termination or any other action. Reasonable Suspicion of Policy Violation Whenever Sharp concludes, in its sole judament, that there is a reasonable basis to suspect, because of an employee's performance or conduct (e.g. attendance, accidents, etc.), or on-the-job behavior appears to have been affected in any way by alcohol, drugs, controlled substances, or the employee otherwise appears to have violated this Policy, the Company may direct the employee to submit to an alcohol and/or drug test. The employee may also be referred to the EAP for an evaluation, However, an EAP evaluation is not an option for an employee who manufactures, possesses, sells or distributes drugs or illegal substances on Company premises, during Company business or during working time. These employees are subject to immediate terminatic Suitable chain-of-custody procedures, complying with applicable legal standards will be observed. All testing will be conducted at licensed laboratories. An employee directed to undergo testing who tests positive or who enters an EAP will not be Permitted to return to work without written documentation from the treating physician confirming that the employee is able to safely resume his or her position without presenting an undue risk to the health or safety of the employee or others. If an employee refuses to submit to an alcohol or drug test or contact the EAP counselor, the employee will be counseled that the issue in question will be treated as a performance matter and the consequences may include termination of employment. An employee directed to undergo drug or alcohol testing will be driven to the testing location by a designated Sharp employee or representative. An employee referred for testing may not operate his or her vehicle unless and until the results of the testing have been received and reviewed by Sharp.Post-Accident Testing Whenever an employee is involved in an accident involving Company property, occurring on Company property or during or on Company time, the Company may require the employee to submit to a test for drugs and/or alcohol. More specifically, substance abuse testing will be directed in all cases involving a fatality, serious bodily injury, or damage to property in excess of $500. At other times, even if property damage is less than $500.00 or no one has been seriously injured, testing is at Management's discretion and the Company may require that you submit to a test for drugs or alcohol. Regardless, an employee who violates this policy may be suspended, or placed on leave of absence, or directed to the EAP. and will only be permitted to return to work in accordance with written documentation from the treating physician, EAP counselor or medical provider. The employee's continued ‘employment status will be reviewed and termination may result for violation of policy. ‘An employee directed to undergo drug or alcohol testing will be driven to the testing location by a designated Sharp employee or representative. An employee referred for testing may not operate his or her vehicle unless and until the results of the testing have been received and reviewed by Sharp, Medically Prescribed Drugs Employees should notify Corporate Human Resources or their local Human Resources representative in the event they are taking medically prescribed or over- the-counter drugs that are to be taken or used during working hours that could impair performance. The Company will take appropriate steps to maintain the confidentiality of such information. Hf an employee taking such medication is to operate equipment andor their job involves driving any type of vehicle, the employee must report the use of medically prescribed drugs to the senior manager at their location, local Human Resources representative or Corporate Human Resources. Corporate Human Resources, in consultation with the employee's supervisor or manager, the employee's physician, and, if determined by the Company, a physician retained by Sharp, will determine whether the Company will temporarily reassign the employee for the period of treatment or make other arrangements necessary to secure the safely and security of persons and property, Confidentiality Information regarding any employee receiving counseling, treatment or other assistance in connection with alcohol/drug abuse or dependency, as well as information regarding use of prescription medications and the results of any substance abuse testing will be treated in a strictly confidential manner. Only thepersons within the chain of responsibility and Corporate Human Resources will be informed as needed. Information relative to any employee receiving assistance for substance abuse or dependency, using prescription medications or results of testing will not be retained in the employee's personnel file, Said information will be retained ina separate medical fie, Vendors. To promote the safety of our employees, Sharp Electronics Corporation requires that agencies and other vendors who supply temporaries, contingent workers or other personnel to perform services on Company premises ensure that their personnel and practices are in compliance with Sharp Electronics Corporation's Policy Statement on Alcohol - Drug Abuse. Treatment and Rehabilitation Early recognition and treatment of alcohol and drug abuse are generally important for successful rehabilitation. If an employee comes forward, prior to any allegation of violation of this Policy and voluntarily acknowledges alcohol and/or drug abuse and requests rehabilitation assistance, Management will help the employee in obtaining assistance. This will be done either by directing the employee to Corporate Human Resources or to the EAP through the Management Referral Program. An employee who comes forward and acknowledges alcohol or drug dependency may, at the discretion of management, be allowed to return to work after an EAP assessment and/or the completion of a prescribed treatment program. An ‘employee's return to work in such circumstances will be conditioned upon written documentation from the treating physician or the EAP counselor and a determination that the employee may return safely. Continued alcohol and/or drug abuse and violation of this Policy will not be tolerated. Employees who are in rehabilitation for alcohol and/or drug abuse are generally subject to the protection of the Americans with Disabilities Act ("ADA’) However, an employee is not protected by the ADA or state or local law if itis determined that he or she is currently using or under the influence of alcohol or drugs. An employee returning to work following rehabilitation will be required to sign a Post-Treatment Letter and to abide by its terms.Any violation of this policy will subject the violating employee to disciplinary action up to and including termination of employment. ELECTRONIC COMMUNICATIONS POLICY This policy is intended to specify Sharp Electronics Corporation's (SEC's or the Company's) policy concerning the use of electronic messaging systems (e-mail, instant messaging, texting, voice mail, and facsimile transmission) and digital information retention, computer data storage, and usage systems including internet or intranet systems. All messages, information, software programs, and data resident on oF erased from any of these systems are hereinafter referred to as “Data”. This policy may be changed from time to time at the Company's sole discretion with or without notice to employees and other users. The most up-to-date policy will always be available from the Corporate Human Resources Department. If any user has a question about what constitutes acceptable uses or practices of ‘SEC's electronic messaging, digital information retention, computer data storage, and usage processes and systems, s/he is advised to seek appropriate guidance from his/her supervisorimanager. As needed, supervisoryimanagement personnel will confer with Corporate IT or its designated representatives. Policy Statement 1. The Company provides electronic messaging, data storage, and usage systems including internet or intranet systems solely in connection with its own business purposes. Applying these resources for personal use is discouraged and should be held to a minimum and always from trusted sources. Abuse is prohibited and may subject the user to disciplinary action by the Company. Internal social activities communications (examples include Sharp Life and the Social Activities Committee) and authorized communications for non-profit organizations are examples of sanctioned communications that may not have narrowly defined business purposes. However, communications on behalf of political or other interest groups or referencing workplace or other matters of possible common interest are expressly prohibited Utilization of the above resources to copy, store, or transmit copyrighted materials, trade secrets, or other proprietary information or materials without prior authorization by the owner is also prohibited. Individuals may be liable to the owners of copyrighted or confidential materials for unauthorized distribution of this content. Federal and state laws also prohibit misuse of this material.2. All Data is the sole property of the Company and is part of the Company's business records. This means that Data is not the private property of any employee and, since it is part of our business records, Data is subject to SEC's record retention policies. Similarly, electronic messaging and usage systems and data storage and information retention systems as well as related processes, are subject to relevant Company policies. Therefore, users are required but not limited to disclosing all passwords and pass-codes to the Company, are prohibited from ever encrypting Data without prior written permission from the head of the Corporate IT Department and then only in accordance with that permission, and are prohibited from installing any personally ‘owned and / or unlicensed software on SEC hardware or systems. Users are also prohibited from installing Sharp owned software on personally owned hardware without the approval of Corporate IT. Note: All Sharp owned laptops are required to be encrypted 3. Third parties’ proprietary information and/or trade secrets are sometimes entrusted to the Company. Such information and / or trade secrets may only be entered into our systems or communicated through the use of our systems in ways consistent with the Company's confidentiality guidelines and agreements with third parties who have an appropriate interest in the use and communication of the proprietary information. 4. Proprietary information and/or trade secrets of the Company are not to be transmitted outside SEC and its affiliates other than in accordance with the ‘Company's Confidentiality Policy. 5. Employees and others must not use SEC's electronic messaging and usage systems and data storage and information retention systems as well as related processes to knowingly create or transmit any offensive, slanderous, defamatory, or disruptive messages. This includes, but is not limited to messages containing ‘obscene or sexually explicit or gender specific comments or materials, racial slurs, or any other disruptive comments that address any individual's age, sexual orientation, religious or political beliefs, national origin, disability, or other protected status, Offensive, slanderous, defamatory, or disruptive material created through, distributed, or stored on Company systems could expose the user(s) andlor participants) to ability to others as well as disciplinary action by SEC. This might include criminal or civil liability and/or termination.6. To insure compliance with Company policies or for any reason, SEC reserves the right to access, intercept, monitor, and, ultimately, disclose data within the ‘Company and to third parties, Users should not assume that any message or data will remain private; messages and data transmitted through e-mail or network. infrastructure are the Company's property. The use of passwords or encryption techniques does not assure confidentiality. Furthermore, even when a message is deleted, itis stil possible to retrieve and read the information. While all Data referred to in this policy are the Company's property and SEC may conduct searches for this Data at its own absolute discretion, such searches will be carried on only when determined as necessary by the Company and in accordance with procedures approved by the SEC Legal Department. 7."DO NOT FORWARD" legends and instructions must be strictly honored. If specific permission is obtained to provide the restricted message to others, the same. legend must appear on the re-transmission 8. Employees and users are expected to strictly observe “CONFIDENTIAL”, “SECRET? or like legends. Furthermore, everyone must treat all data as confidential that is to be accessed only by the intended recipient(s). As with all Company business records and information, no one is authorized to retrieve or read any data or information (whether specifically marked Confidential or something similar) except on a need to know basis consistent with the Company's business requirements. Only authorized personnel may read or access confidential or secret information or transmissions. Any inadvertent receipt must be reported to the originator to avoid additional incorrect transmissions and the message promptly destroyed by the unauthorized individual. 9. Itis difficult for the Company to become aware of misuses of our systems without assistance from all users. Users who identify or perceive an actual or suspected security problem should immediately contact their supervisor/manager, the Corporate IT Security Manager, Corporate Human Resources, or the Sharp Ethics Hotline (800-303-9020) or online Ethics Helpline (httos:/iwaw.compliancehelpline.com/sharp isp). 10. Data transfers and communications to locations outside the United States are subject to the same export rules and regulations as an export of any software programs, drawings, or technical data. All these requirements must be complied with before export.STATEMENT OF ANTITRUST POLICY 1, Summary of the Principal Antitrust Statutes ‘The antitrust laws consist of a series of statutes which regulate business conduct for the purpose of promoting competition and protecting consumer welfare. Basic rust provisions are set forth in four federal statutes. 1. _ The Sherman Act provides that every contract, combination or conspiracy in restraint of trade is illegal, and also prohibits conspiracies to monopolize and conduct which is intended to create or maintain a monopoly. This statute forbids such practices as price fixing, allocation of customers and geographic sales territories, and group boycotts. ‘The Sherman Act also applies to the relationship between a supplier and its distributors, dealers or sales representatives, 2. The Clayton Act prohibits certain practices, such as the conditioning of the sale of one product on the sale of a second product (tying arrangements) or on the purchaser's agreement not to deal in the products of the seller's competitor (exclusive dealing arrangement), if the effects of such conduct may be substantially to lessen competition or tend to create a monopoly. 3. The Robinson-Patman Act prohibits price discrimination and discriminatory allowances, services and brokerage payments. 4, The Federal Trade Commission Act prohibits “unfair methods of competition” and “unfair or deceptive” trade practices, In addition to the federal antitrust statutes described above, most states have enacted their own antitrust laws. I. The Enforcement and Consequences of Antitrust Violations ‘The antitrust laws are enforced by private parties and government authorities. ‘The Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”) are the primary government enforcers of the federal antitrust laws, State Attomeys General have enforcement authority for state antitrust laws. It is imperative that you are fully aware of the very severe consequences that could arise for Sharp and its employees as a result of a violation of these laws. For ‘example: 1, Sharp may be subject to substantial civil liability in private lawsuits for three times the amount of damages determined by a judge or jury to have been sustained by those persons or firms injured by the violation, as well as for attorney's fees and court costs;ML 2, Sharp also may be subject to criminal liability for such conduct as price fixing and may face fines up to $100 million for each violation; 3. For certain violations such as price fixing, a Sharp employee who authorizes, directs or participates in activities found to violate the Sherman Act may be held to have committed a felony for which he or she is personally subject to fines of up to $1 million and/or imprisonment for as long as 10 years for each offense; 4. Another Federal statute provides for an alternative way to calculate fines, which may be much larger: For a company, twice the total gain to all the antitrust conspirators involved or twice the total loss to the victims. For an individual, twice that person’s total gain or twice the total loss to the victims, 5. Violations of the antitrust laws also may expose Sharp to long-term or permanent injunctions or cease-and desist orders which could place Sharp at a severe disadvantage vis-e-vis competitors not subject to such restraints Violations of such injunctions may constitute contempt of court punishable by fines or imprisonment. Violations of final cease-and desist orders of the Federal Trade Commission are punishable by penalties of up to $10,000 per day for each day the violation continues; 6. Apart from possible penalties and damage awards, antitrust litigation can be extremely burdensome and costly in terms of executive and employee time and legal fees; and 7. Finally, violations of the antitrust laws may have a serious effect on Sharp’s business reputation, as well as on the morale of its employees. In view of these enormous personal and business risks, Sharp always maintained and will continue to adhere to a policy which demands and assures compliance with the antitrust laws in all respects. Sharp will continue to enforce this policy strictly; any violation of Sharp’s antitrust compliance policy will result in strong disciplinary action. Depending upon the gravity of the offense, this may include dismissal. Marketing policies and Guidelines A. The Need for “Agreement” The antitrust laws require business people to conduct their business affairs and to make their commercial decisions unilaterally and independently ~ and particularly not in collaboration with their competitors. ‘Therefore, it is important that you avoid engaging in any conduct that might even suggest that Sharp’s business decisions result from “agreements” with third parties, and not from its unilateral and independent decision making,An “agreement” may broadly be defined to include any kind of explicit or tacit understanding between two or more persons, An unlawful agreement need not be ~ and rarely is — reduced to a formal written agreement, An unlawful agreement can be inferred from any written or oral communication, including a communication through intermediaries, or a course of dealing, which appears to have led the parties to engage in a common course of conduct or action. Even casual conversations and so-called “off the record” discussions or remarks could provide the government or a private plaintiff with the basis for an allegation of conspiracy. B. Relations With Competitors Agreement with competitors can raise the most serious antitrust problems, in terms of both criminal and civil sanctions, 1. Pricing, Although some restraints of trade are unlawful only after a carefull analysis of competitive factors, price fixing and price agreements or understandings between competitors are per se (automatically) unlawful, without reference to whether they are reasonable or whether they actually result in a reduction of prices. To be per se unlawful an understanding or agreement between competitors may be direct or indirect, formal or informal, and may concern wholesale or retail prices, profit margins, product and service offers, delivery terms, discounts, allowances, credit terms, warranties or other terms and conditions for the sale of competing products (e.., transportation charges, inventory adjustment policies, returns policies). Accordingly, iffat any time or place, a competitor begins to talk about prices or any other terms or conditions of sale, you must immediately state that you cannot discuss such subjects and, if necessary, leave the room or hang up the telephone, rather than listen to such conversation. Discussions of price between competitors should never be engaged in, even though they fall short of an understanding or agreement, since unfavorable inference may be drawn from the mere faet that prices were discussed, The following are examples of the more likely ways price fixing situations may arise and which you should bring to the Legal Department's attention. Example No. 1 Competitor X meets you at a trade show, in a restaurant or even at a party and, in an “off the record’ remark, says “we've just come out with a new product line and we're offering it with the following discounts.” Example No 2: You and Competitor X have a common customer ~Y. You received a telephone call from X who states that Y told him that you quoted or sold a certain procluct at a certain price. X asks you to verify Y’s statement. Example No: 3 A sales representative comes to you and says that Customer Y claims he can buy cheaper from Competitor X, but refuses to produce a copy of X’swritten price quote. The sales representative continues that Y said: “If you don’t believe ‘me, verify the price with X.” Example No 4: You and Competitor X have a common customer-¥. X approaches you and tells you that he is having some credit problems with Y. X asks if you are having, similar problems with Y and further inquires about your credit terms to Y. Example No 5: During the course of an “informal” conversation, Competitor X states that “prices” in our industry are sure low these days” and asks you if you agree or disagree. 2. Boycotts. It is per se illegal for competitors to agree among themselves not to sell to, or to discontinue sales to, a particular customer or group of customers. A seller is free to choose those to whom he will sell and those from whom he will buy only if he acts independently. ‘Therefore, you may never enter into any discussions, consultations, exchanges of information, agreements or any understanding with any competitor regarding a decision to sell or not to sell to a particular customer or group of customers. Example No. 1: Competitor X suggests that you and he jointly convince a common customer to purchase only from the two of you, rather than fom Competitor Y, whose product is of inferior quality, Example No. 2: Competitor X suggests that you and she jointly stop selling to Customer A, who has been promoting products of Competitor Y 3. Market Allocation, Agreements or understandings between competitors to divide or allocate customers, classes of customers, or geographic territories are per se illegal. Any discussion, exchange of information, understanding or agreement with a competitor to allocate customers or territories, or to obtain a certain share of the business of a customer or territory, must be strictly avoided. 4, Trade and Credit Association, and Standards Development Organization Activities. Trade and credit associations, and standards development organizations (“SDOs") (collectively “Industry Groups”) perform many useful and legitimate functions (e.g., participation in industry shows; facilitating the exchange of information on technical developments; promoting product safety; coordinating joint activity with respect to proposing or opposing legislation; and consumer education). However, where the Industry Group membership consists of competitors in a given field, there is the risk that a violation of the antitrust laws will occur or will be inferred. Accordingly, no employees should join any Industry Group or attend any Industry Group meeting without the prior approval of senior management and legal counsel. Where employees do participate in Industry Group meetings and activities, it is doubly important that the guidelines set out in this Policy Statement be followed. Industry Groups do not provide any shelter for activities that would otherwise be unlawful and, indeed, government antitrust enforcerofien scrutinize Industry Group activities because they provide an opportunity for unlawful concerted anticompetitive conduct. Since Industry Groups often engage in programs collecting and disseminating trade statistics, which programs may or may not be lawful depending upon all the facts in each instance, information relating to prices, costs, sales, production or credit should not be reported to any Industry Group without prior approval of the proposed report by senior management and legal counsel. C. Relations With Customers It is the policy of Sharp to deal fairly and openly with its customers. We recognize that in order for our customers to continue to support our products, we must make every effort to insure the profitability of those products. At the same time, we must insure that our marketing practices conform to the requirements and spirit of the antitrust laws. 1, Refusaly to Deal. AS a general rule, a supplier is free to, and must, independently select the customers with whom it will or will not deal. In other words, the decision to do business or not, or to continue to do business or not, with a particular customer or prospective customer must be based upon independent business considerations, not upon the desires or concerns of any competitor or any other customer, ‘Accordingly, you should never agree to refuse to deal with one customer at the behest of another customer. If Customer X complains about Customer Y, you must make it perfectly clear to X that it is our policy to exercise independent business judgment in dealing with our customers and immediately discontinue any further discussions regarding the subject. Any such incident promptly should be brought to the attention of legal counsel, who will advise you how to deal with the situation, Because dealer and distributor terminations have given rise to a considerable amount of private antitrust litigation, and because of heightened government enforcement efforts in this area, it is Sharp’s firm policy that no customer is to be terminated for any reason with out the prior approval of senior management and legal counsel. 2. Resale Price Maintenance, It may be illegal for a seller to take action which restricts its customers-dealers’ freedom to set the prices or other terms at which the supplier's products are resold. While a 2007 U.S. Supreme Court decision did change the prior law, which provided that aif such restrictions on minimum resale prices violated the antitrust laws, it did not go so far as to make them lawful in all circumstances. The analysis of such restrictions on a customer-dealer’s resale prices is complex, technical and fact-driven. Accordingly, it is Sharp policy that no such restrictions may be imposed without the prior approval of senior management and the Legal Department. In the absence of stich approval, the customer's pricing decisions always must be the result of the customer's own free will. You may not enter into any understanding or agreement with customers concerning suggested prices, may not demand compliance with suggested prices by any customers, may not hint at orto threaten the imposition of sanctions against any customer who elects not to follow the suggested prices, and may not engage in any conduct which could be interpreted as an exertion of pressure (however indirect, limitedor subtle it may be) which deprives the customer-dealer of its ability freely to set its own. resale price in the exercise of its independent business judgment, unless you have first obtained the approval of senior management and the Legal Department, Consequently, each employee must adhere strictly to the following rules, unless senior management and the Legal Department have approved an exception: (a) Do not demand that customers abide by suggested prices or raise or lower prices; (6) Do not intimate that our products will produce a “guaranteed” or “assured” profit margin; (©) Do not threaten or intimate that punitive action (e.g., termination, failure to honor orders, delay in delivering orders, unavailability of “hot: items, or restriction of credit) will be taken against customers who advertise or sell at less than our suggested prices or who fail to raise or lower prices; (Do not hint or suggest in any manner whatsoever, that failure to advertise at or maintain suggested prices or increase or lower prices will result in retribution or punishment of any kind or failure to receive equal treatment with other customers; (©) Absent approval from senior management and legal counsel, do not state or intimate that the availability of promotional programs, payment of promotional allowances or the furnishing of promotional materials are in any way contingent upon the prices at which a customer advertises our products; (© In response to any complaint or objection by a customer regarding the pricing or advertising policies or practices of any other customer, do not indicate that you will take any action to address or resolve the complaints or objections; (g) Do not state, promise or intimate to any customer that you will take any action against any customer who does not follow our suggested prices to raise or lower prices in order to protect those customers who do not follow our suggested prices. (8) Do not ask any customer to report to you about the pricing practices of any other customer (Do not suggest, initiate, attempt to arrange or in any way participate in any type of meeting or communication between or among any customers regarding the resale pricing or advertising of our products. 3 ving, Full-Line Forcing, Exclusive Dealing. It is unlawful, in many 6circumstances, for a supplier to: (a) condition the sale of one product upon the purchase of another product; (b) condition the sale of one product upon the purchase of the full products line; or (c) condition the sale of its products upon a customer's express or tacit agreement not to purchase the products of a supplier’s competitors. Due to antitrust sensitivity of such conditions, they should not be undertaken except in those situations where the matter has been discussed with a reviewed by senior management and legal counsel 4. Territorial and Customer Restrictions. Non-price restrictions, such as territorial or customer restrictions, may also be unlawful in certain circumstances. Therefore, you should not enter into any agreement or understanding, sign any document or make aay statement from which it can be implied that a customer is limited with respect to whom or from where it may resell Sharp's products, except where the matter has been previously discussed and reviewed by senior management and legal counsel. D. Price Discrimination The Robinson-Patman Act forbids price discrimination between competing purchasers of products of “like grade and quality,” where the effect of such discrimination may be to injure competition, Discrimination in “Price” may take many forms, including (but not limited to ) case discounts, volume discounts or rebates, credits, free delivery or freight allowances, favorable credit terms, and free merchandise, ‘There may be special circumstances under which deviations from the basic price structure may be legally justified. However, no such deviation is permitted without the prior approval of senior management and legal counsel, 1. Cost Justification. Lower prices or particular customers may be justified by demonstrable savings to a supplier in the cost of manufacture, sale or delivery of the product involved. Cost justification must be established by strict accounting methods and documentation, and discussed with senior management and legal counsel, before a lower price program is offered. It must be emphasized that a large purchase by a particular customer does not, in and of itself, justify a lower price to that customer. While quantity discounts may be common, they are not always lawful 2. Meeting Competition. It is permissible to reduce a price to a particular customer in order to meet (but not beat) a price which has been offered to him by a competitor on a product or product line that is competitive with Sharp’s product(s), Sharp may response to a specific competitive situation by meeting what are reasonably and in good faith believed to be the price of a competitor. Assuming a real competitive situation exists, the following guidelines must be observed: (8) Completion of Sharp's “meeting competition” forms is necessary, and must be discussed with and approved by senior management, pursuant to guidelinesestablished by legal counsel, prior to offering a competitive price. It is nor permissible to contact a competitor directly to verify his price. (6) Assuming it is appropriate to offer a competitive price, that price can ‘meet, but must not be lower than, the competitor's price, (©) A competitive price may be offered only so long as the competitor's price remains available to the customer. It is not permissible to offer the lower price before it is available to the customer from the competitor, and the supplier must periodically verify with the customer the continued availability of the competitor's lower price. 3. Miscellaneous Defenses. The third category of justifiable and defensible price differences are those which result from various factors affecting the market for, or the marketability of, the products involved. ‘This includes (but is not limited to) good faith sales in discontinuance of business in the product concemed, obsolescence of seasonal products, discontinuance of a model of product and distress sales under court orders. If you believe such a situation exists, you must obtain the approval of senior ‘management and the Legal Department before implementing such price differences. E, Discrimination in Promotional Allowances and Services The Robinson-Patman Act also prohibits the paying of the promotional allowances (e.g., cooperative advertising and promotional monies), or the provision of promotional services or facilities (e.g. advertising materials, special programs, special inventory balancing or merchandising exchanges, demonstrators, signs, displays, special packages, prizes), to a customer unless such allowances, services, or facilities are offered ‘on proportionally equal terms to all other customers competing on the same level of distribution. ‘The Act imposes upon a supplier the obligation to insure that the customers receiving promotional payments actually render the promotional services contemplated. The “cost justification” defense is inapplicable to discriminations in connection with the payment of promotional allowances and the furnishing of promotional services, However, the “meeting competition” defense is fully applicable, provided that competing promotional offers are carefully evaluated, reviewed and documented. IV. Antitrust Inquiries If you are ever contacted by anyone regarding Company conduct under the antitrust or any other laws, you should not answer any questions or produce any documents, should state that itis Sharp policy to respond to such inquiries only with the patticipation of the Legal Department, and immediately refer all such contacts to the Legal Department. Such contacts may be made by government agents, government or private investigators, government or private attorneys, journalists, or others.V. Documents and Records In writing memoranda or other documents, it is important to remember that such documents may be subject to discovery in the event of a lawsuit or government investigation. Consequently all documents ~ and particularly those documents which concern matters of competitive significance ~ must be accurately and carefully written, Avoid using ambiguous or subjective words or phrases which could be misinterpreted by court, a government investigator, a private plaintiff or a jury. It is most important to develop a practice of documenting in your files the source of your information about competitors, to preclude a finding that the similarity or identity of competitors’ prices, programs or policies was predicated upon any agreement with competitors. Your business records therefore would demonstrate that your decisions concerning, prices, policies and programs are the result of your independent business judgment. VI. Conclusion The Material set forth above is intended to provide you with guidelines only, to assist you in avoiding danger areas, and in recognizing situations where you should consult with the legal department. Accordingly, in all cases where you have any question or doubt about a particular activity or practice, you should contact the legal department before proceeding further.vse September 2015 SHARP ELECTRONICS CORPORATION LEGAL DEPARTMENT SHARP ELECTRONICS CORPORATION ANTI-BRIBERY/ANTI-CORRUPTION POLICY At Sharp Electronics Corporation (“Sharp”), we are committed to conducting our business in accordance with all applicable laws and the highest of ethical standards. ‘This commitment ot only exists in the United States, our headquarter country, but extends throughout the world and in regions outside of the United States where we engage in and transact business. As part of a global company, we respect the cultures of countries where we do business and ‘understand that gift exchange customs may vary. Despite the existence of business, industry and cultural “customs” and “norms” whether in the United States or abroad relating to “appropriate” or “acceptable” business conduct, employees must understand that there are various laws that are applicable to Sharp's conducting of business inside, as well as outside, of the United States. ‘These include federal laws, state laws and laws local to the region where we are conducting business. Although these laws may vary in scope and severity, violations of these laws will impact Sharp's reputation globally, could lead to company- imposed fines, as well as subject employees to fines and possible imprisonment, Accordingly, the following sets forth Sharp's Ant-Bribery Policy! Anti-Corruption Poli (“Policy”), ia which all employees of Sharp are expected to understand and comply with as part of our efforts to adhere to the law and ethical responsibilities both in the United States, and abroad ‘This Policy applies to all operations in the United States, any Sharp-controlled subsidiaties or divisions acting or located abroad (including: IAG, SEMEX , SLA, SSDI and SCMEX) and their respective employees, contractors, consultants and agents, as well as any other person conducting business on bebalf of Shasp (hereafter, “Employces”) Bribery and Faci g Payments Any form of bribery or corruption is strictly prohibited. Employees must never, directly or indirectly via third parties, offer or promise any personal or improper benefit, financial or otherwise, in order to obtain or retain a business or other advantage from a third party, whether public or private. Further, Employees must refrain from any activity or behavior that could give rise to the appearance or suspicion of such conduct or the attempt thereof, Employees should be aware that the offering or giving of improper benefits in order to influence the decision of the recipient, even ifhe or she is not a government official, may rot only entail disciplinary sanctions up to and including dismissal, but also may result in cziminal charges being brought against the individual,Revised September 2018 Improper benefits may consist of anything of value for the recipient, including Offering tips to customers or vendors Offering cash or cash equivalents (e., gift cards) Facilitating inappropriate entertainment activites (Le., adult entertainment) Offers of employment Offering gifts, gratuities or other similar “courtesies” to a third party or his/her family member, friend or colleague for the purpose of influencing a business decision or other advantage from such third party Asa general rule, if there is any doubt about the legitimacy of the business purpose or if the benefit offered a third party does not relate or is not proportional to the purpose to be achieved, it likely is not acceptable and is prohibited. Please keep in mind, however, that entertaining customers and other business affiliates is a relevant part of business. Such entertainment may include dinners, sporting event tickets, destination trips and other forms of entertainment. Providing itis approved by Senior Management, such entertaining is permissible if itis related to our business endeavors and does not run afoul of any applicable laws or regulations, and providing such entertainment is not being offered in exchange for any return favor or in order to “bribe” the recipient into making a decision he or she would not have otherwise agrced to. Should you have any questions or need assistance evaluating the propriety of the busines courtesy offered, please contact the Compliance & Ethics Officer and/or the Legal Department. Sharp is subject to the terms and requirements set forth in the Foreign Corrupt Practices Act (“FCPA”), a provision of the Securities and Exchange Act of 1934. Congress enacted the CPA in 1977 in response to revelations of the widespread bribery of foreign officials by USS. companies. ‘The FCPA was created to halt such practices, as well as corporate bribery in ordet to upgtade public confidence in U.S. business and create a marketplace of integrity ‘The U.S, Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”) share enforcement authority regarding the FCPA and penalties for violations could involve criminal and civil liability at the corporate and individual level, ‘The FCPA contains both anti-bribery and accounting provisions. Ata high level, the anti- bribery provisions prohibit U.S. persons and businesses and foreign persons or businesses acting in the United States from making ot offering to make corrupt payments to foreign officials to obtain or retain business, Alternatively, the accounting provisions require certain ‘companies to make and keep accurate books and records and to develop and maintain an adequate system of intemal controls; the accounting provisions also prohibit businesses and individvals from knowingly falsifying books and records or knowingly circumventing or failing to implement a system of internal controls. Under the FCPA’s anti-bribery provisions, no Employee(s) may offer, give or promise to give any money or anything else of value, or authorize such payment or gift to any officer,Revised September 2018 employee, representative or agent of a foreign (ie. non-US) government or any department, agency or instrumentality of a foreign government or any political party, candidate or official for the purpose of: 1) influencing any act or decision of such person or inducing such persons to do or forebear from taking any action in violation of his or her lawful duty, or inducing such person to use his or her influence with a foreign government to affect or influence any governmental decision relating to the entity’s obtaining or retaining business. Icis also unlawful to even indirectly give or offer money or anything of value to a third person. in order to accomplish any of the purposes set forth above. Accordingly, the fact that a bribe is paid or offered by a third party on your behalf will not insulate you from liability ‘Therefore, Sharp sales and marketing personnel are cautioned that when dealing with, commission agents, dealers or other third parties, care must be taken to ensure that such third parties do not carry out an illegal payment or promise to pay on our behalE. Auy exceptions to the above rules require consultation and approval by the Sharp Legal Department and Sharp Compliance and Ethics Officer Itis important to note that the anti-bribery provisions apply to conduct onéside as well as within the United States. For instance, Employees can be prosecuted for using the U.S. mail system or sending email or texts from within the United States if used in furtherance of a corrupt payment to a foreign official and the communication involves more than one US. State or another country. Further, itis critical to point out that a violation does not require the bribe be successful or be accepted by the other party, or that you have knowledge of the actual recipient of the proposed bribe; hence, merely offering the bribe to an anonymous foreign official, even through a third party, will be sufficient to trigger a violation, ‘xamples of Prohibited Conduct ‘The following examples are intended to be an illustrative, but not exhaustive list of prohibited and punishable conduct under the FCPA\ + Paying a bribe to obtain or retain a foreign government contract; © Paying a bribe to secure favorable tax treatment; * Paying a bribe to eliminate customs duties for exports; © Paying of bribes to circumvent a licensing or permit requirement ‘Anything of Value 's come in all different shapes and sizes and a proposed improper benefit does not always come in the form of offering or paying cash (or “commissions” or “consulting fees”); “anything of value” can also take the form of: © Travel and entertainment expenses, such as extravagant dinners, excessive liquor purchases and lusury travel tickets or tours; * Country club memberships;Revised September 205 # Jewelry or designer clothing/handbags; * Automobiles or boats; * Expensive electronics items, such as TVs, sound s tablets; Gift cards. ‘tems, computers, cell phones or Who Is a Foreign Official? ‘The FCPA applies to corrupt payments made to: (1) any foreiga official; (2) any foreign political party or official thereof; (3) any candidate for foreign political office; or (4) any person, while knowing that all or a portion of the payment will be offered, given, or promised to an individual falling within one of the above categories, As a general matter, the FCPA broadly applies to any officer or employee of a foreign government, as well as those acting on behalf of a foreign government, Therefore, the FCPA does not distinguish between levels of employees, and payments to low-ranking employees as well as higher-ranking employees are prohibited. Further, depending on how a particular foreign government is organized, officers and employees of foreign state agencies, such as those with jurisdiction over defense manufacturing, engineering, banking and finance, and healthcare, can also fall under the definition of a “foreign official” Penalties for Violating the FCP: ‘The most serious penalty for violating the FCPA is the irreparable harm that could result to our company and brand name. However, violations of the anti-bribery provisions could also lead to the imposition of criminal fines up to $2 million dollars for companies and $250,000 for individuals, as well as individual iroprisonment up to five years; violations of the accounting provisions can lead to even greater criminal penalties of up to $25 million for corporations, $5 million for individuals and up to twenty years in prison. It is important that Employces understand that criminal fines imposed on individuals may not, under the law, be paid by Sharp. The possible civil fines could also lead to stringent financial penalties for Sharp and individuals. Violations of FCPA could also result in Sharp's exclusion from. consideration in future government contracts, which is a vital part of our business, or civil actions to recover damages suffered by the affected government entity or losing competitors Employees should also take note that violations can involve disciplinary action by Sharp, up to and including, termination of employment. ‘To the extent you have any questions or concems regarding this Policy, or if you suspect that you or a colleague may have conducted or may be conducting business in violation of this Policy, please immediately contact the Compliance & Ethies Officer and/or the Legal Department for assistance and guidance.