Code of Conduct for Suppliers

This Code of Conduct (the “Code”) sets forth basic principles for supplier conduct when working with FXI. FXI is committed to these principles and expects its suppliers to be as well.

HUMAN RIGHTS AND LABOR: Respect for people is a core FXI Value. We expect all our suppliers to abide by all applicable local laws and regulations including those that prohibit human rights abuses and unethical practices in the provision of goods and/or services to FXI, including but not limited to the provisions set forth by the Ethical Trading Initiative (www.ethicaltrade.org). Suppliers shall respect the human rights of their employees and treat them fairly, in accordance with all applicable laws.

Respect Freedom of Association and Collective Bargaining: Suppliers will respect their employees’ lawful right of free association, as well as their lawful right to form, join, or elect not to join a labor union or otherwise engage in collective bargaining.

No Forced and Compulsory Labor: FXI expects Suppliers to provide their employees with a work environment that is free from human trafficking and slavery. Suppliers shall not use forced or involuntary labor, including prison labor, indentured labor, bonded labor, or slave labor.

No Child Labor: Suppliers will not use child labor and will comply with all federal, state, and/or local laws in defining the term “child.”

No Harassment and Abuse of Labor: Suppliers will ensure that their employees are not subjected to psychological, verbal, sexual or physical harassment or any other form of abuse and will comply with all applicable laws on harassment and abuse of employees.

No Discrimination: Suppliers will not discriminate in any term or condition of employment on the basis of race, color, national origin, sex, religion, age, disability, HIV/AIDS status, trade union membership, sexual orientation or any other personal characteristic unrelated to job performance and will comply with all applicable employment discrimination laws.

Appropriate Work Hours and Wages: Suppliers will comply with all applicable laws on work hours and overtime, as well as all applicable laws on wages and benefits.

Conflict Minerals Sourcing: Suppliers will not source tin, tantalum, tungsten, or gold (“Conflict Minerals”) from the Democratic Republic of the Congo or the adjoining countries (the “Covered Countries”) in a manner which directly or indirectly finances or benefits armed groups in the Covered Countries. Suppliers will source Conflict Minerals from smelters that have been verified as compliant with the CFSP (Conflict-Free Smelter Program) assessment protocols of the CFSI (Conflict-Free Sourcing Initiative). Suppliers commit to abide by all applicable laws and regulations related to Conflict Minerals and agree to provide all necessary information requested by FXI concerning products supplied by Suppliers to enable FXI to complete its reasonable country of origin inquiries and due diligence with respect to Conflict Minerals.

ENVIRONMENT, HEALTH AND SAFETY: FXI’s commitment to sustainability includes efficient use of resources, respect for the environment and safe and healthy workplaces. FXI expects Suppliers to make similar commitments to continuously improve their environmental, health and safety performance.

Respect the Environment: Suppliers will comply with all applicable environmental laws. Suppliers will have systems in place to ensure safe and lawful management of waste, air emissions and wastewater discharges.

Protect Health and Safety: Suppliers will comply with all applicable workplace health and safety laws. Suppliers will provide a safe, clean, and healthy work environment for their employees, including appropriate controls, training, work procedures and personal protective equipment. Suppliers will ensure that their workplaces comply with all federal, state, and local health, safety and environmental laws, and that all employees are adequately trained for their respective jobs.

Protect Communities during Transportation: Suppliers will comply with all applicable transportation laws. Suppliers will have systems in place to ensure safe and secure transportation of materials. This includes consideration for selection of logistics service providers (including warehouses and terminals), selection and inspection of transport containers, loading and unloading of transport containers, securing, and sealing of transport containers, and emergency response protocols.

ETHICS AND LEGAL REQUIREMENTS: FXI expects Suppliers to conduct their business as FXI strives to conduct its business ethically and in compliance with all applicable law.

Avoid Conflicts of Interest: Suppliers will avoid any interaction with an FXI employee that may conflict, or appear to conflict, with that employee acting in the best interests of FXI. This includes offering payments or employment opportunities to FXI employees.

No Bribery: Suppliers will not engage in any form of commercial bribery or otherwise offer any incentive to any FXI employee or FXI employee’s family or friends in order to obtain or retain FXI business. Suppliers will comply with the U.S. Foreign Corrupt Practices Act and all other applicable laws dealing with the bribery of government officials. FXI has zero tolerance for the attempt to bribe any FXI employee or official operating on behalf of FXI.

Fair Competition: Suppliers will comply with all applicable laws regarding fair competition and antitrust.

Accurate Accounting and Business Records, and Money Laundering: Suppliers will keep - and provide to FXI upon request – accurate records of all matters related to their business with FXI and shall not engage in any form of money laundering and shall never knowingly accept funds acquired through illicit means.

Protect Information: Suppliers will protect FXI’s confidential information and act to prevent the misuse, theft, fraud, or improper disclosure of such confidential information and will comply with all applicable data privacy laws. Suppliers must take all due care in handling, discussing, or transmitting sensitive or confidential information that could affect FXI, its employees, its customers, the business community, or the general public.

International Trade - C-TPAT: As a U.S.-based company, FXI expects that all international suppliers and vendors follow guidelines of the C-TPAT Program (www.cbp.gov/border-security/ports-entry/cargo-security/ctpat) to ensure a secure supply chain. Through this initiative, U.S. Customs and Border Protection (CBP) asks businesses to ensure the integrity of their security practices and to communicate and verify the security guidelines of their business partners within the supply chain. Suppliers will comply with all applicable laws governing international trade. Suppliers will provide FXI with documentation necessary for FXI to comply with import/export laws. If applicable, Suppliers will provide documentation to support the eligibility of their product under a Free Trade Agreement.

Sanctioned Parties: Suppliers may not use any supplier of services or equipment which (a) is in any country subject to United Nations, U.S., or EU economic sanctions (or acting on behalf of persons or entities located in such countries) or (b) appears on lists of restricted or prohibited persons maintained by the United Nations, U.S., EU or the country of manufacture, origin, or destination of the cargo. Suppliers will ensure that all vessels, containers and other equipment and their owners are screened to ensure compliance with this requirement.

COMPLIANCE: In addition to the legal standards mentioned in this Code, Suppliers will comply with all other applicable laws in the provision of products or services to FXI. FXI expects Suppliers to implement systems and controls to promote compliance with applicable laws and the principles set forth in this Code, including policies, training, monitoring, and auditing mechanisms. Suppliers should also apply these or similar principles to the subcontractors and suppliers they work with in providing goods and services to FXI. FXI and its designated agents, including, in some cases, third-party auditors are empowered to use any lawful means to monitor Suppliers to verify compliance with the Code. This includes activities such as on-site inspections of manufacturing facilities and employer-provided housing; private interviews with employees of Supplier; and review of books and records related to all matters related to the Supplier’s business with FXI, including, but not limited to, pricing, supply chain, employment matters. Further, FXI reserves all rights to require Suppliers to self-certify their compliance with the Code in writing at any time. Suppliers are urged to retain all documentation that they feel is necessary in order to demonstrate their compliance with this Code over time. Suppliers will communicate requirement of this Code to their employees and sub-contractors. Suppliers shall make the Code readily accessible to their employees and subcontractors in their local language.

ALL RIGHTS RESERVED: FXI reserves the right to assess and monitor Suppliers’ compliance with this Code. Suppliers who are not in compliance with this Code may be terminated and/or precluded from consideration of future business with FXI. Suppliers must promptly implement corrective actions.

REPORTING MISCONDUCT: Suppliers who believe that an FXI employee or anyone acting on behalf of FXI has engaged in illegal or otherwise improper conduct with respect to their business with the Supplier should report the matter to FXI. Suppliers should also report any potential violation of this Code. Reports may be made through FXI’s Ethics Point Hotline at www.ethicspoint.com. Supplier’s relationship with FXI will not be affected by an honest report of potential misconduct.