·

Part I applies to everyone and prohibits trading in the Company’s and other companies’ securities in certain circumstances; and

·

Part II applies only to directors and certain officers and employees of the Company who typically have access to financial and other highly sensitive information regarding the Company’s business and imposes additional restrictions on those individuals with respect to trading in the Company’s securities.

·

Stock Option Exercise. This Policy does not apply to the mere exercise of a stock option for cash awarded under an equity incentive plan. This Policy does apply, however, to:

o

Any sale of stock as part of a broker-assisted “cashless” exercise of an option (i.e., any market sale for the purpose of generating the cash needed to pay the exercise price of an option); and

o

Any sale of shares of Company stock received upon exercise of an option.

·

Net Settlement upon Vesting of Restricted Stock. This Policy does not apply to a surrender of shares to the Company or the retention and withholding from delivery to the applicable grantee of shares by the Company (i.e., a so-called “net settlement”) upon vesting of restricted stock in satisfaction of any tax withholding obligations in a manner permitted by the applicable equity award agreement or the Company plan pursuant to which the restricted stock was granted.

·

Other Transactions with the Company. This Policy does not apply to other purchases of Company securities from the Company or sales of Company securities to the Company.

·

Transactions Pursuant to an Approved 10b5-1 Plan.  This Policy does not apply to purchases or sales made pursuant to an Approved 10b5-1 Plan that is adopted and operated in compliance with the terms of this Policy, including Part II, Section 3(d) below.

(a) No Trading in Company Securities while in Possession of Material Non-Public Information. No Insider may purchase or sell any Company security while in possession of material non-public information about the Company, its customers, suppliers, consultants or other companies with which the Company has relationships or may be negotiating transactions (the terms “material” and “non-public information” are defined in Part I, Section 5(a) and (b) below).

(b) No Tipping. No Insider who knows of any material non-public information about the Company may communicate that information to any other person, including family and friends.

(c) No Trading in Securities of Other Companies while in Possession of Material Non-Public Information.  In addition, no Insider may purchase or sell any security of any other company, whether or not issued by the Company, while in possession of material non-public information about that company that was obtained in the course of his or her involvement with the Company. No Insider who knows of any such material non-public information may communicate that information to any other person, including family and friends.

(d) No Trading on Rumors. Rumors within the Company concerning matters which, if true, would be material non-public information are deemed to constitute material non-public information for purposes of this Policy.  Accordingly, Insiders are prohibited from trading on the basis of rumors.

(e) Limited Exceptions. In certain limited circumstances, a transaction otherwise prohibited by this Policy may be permitted if, prior to the transaction, a Compliance Officer (as described in Part I, Section 5(c)) determines that the transaction is not inconsistent with the purposes of this Policy.  The existence of a personal financial emergency does not excuse an Insider from compliance with this Policy and will not serve as the basis for an exception to this Policy for a transaction that is inconsistent with the purposes of this Policy.  Any exception to this Policy only may be granted by a Compliance Officer in writing and must be provided before any activity contrary to the requirements herein takes place.

(a) Short sales. No Insider may sell the Company’s securities short (i.e. sale of stock that the seller does not own or a sale that is completed by delivery of borrowed stock). Note that in addition to this Policy, Section 16(c) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), prohibits Section 16 Officers (as defined in Part II, Section 1) and directors of the Company from engaging in short sales.

(b) Trading on Margin or Pledging. No Insider may hold Company securities in a margin account or pledge Company securities as collateral for a loan. Margin sales or foreclosures may occur at a time when the Insider is aware of material non-public information or otherwise not permitted to trade in Company securities.

(c) Hedging. No Insider may enter into hedging, monetization transactions or similar arrangements, including forward sale or purchase contracts, equity swaps, collars or exchange funds, with respect to Company securities.  Such transactions are speculative in nature and therefore create the appearance that the transaction is based on non-public information.

(d) Derivative Transactions. No Insider may engage in transactions in puts, calls or other derivate instruments that relate to or involve Company securities.  Such transactions are, in effect, bets on short-term movements in the Company’s stock price and therefore create the appearance that the transaction is based on non-public information.

(a) Material Non-Public Information Must Be Kept Confidential. Material non-public information about the Company or its business partners is the property of the Company, and unauthorized disclosure or use of that information is prohibited. That information should be maintained in strict confidence and should be discussed, even within the Company, only with persons who have a “need to know.” You should exercise the utmost care and circumspection in dealing with information that may be material non-public information.  Conversations in public places, such as hallways, elevators, restaurants and airplanes, involving information of a sensitive or confidential nature should be avoided.  Written information should be appropriately safeguarded and should not be left where it may be seen by persons not entitled to the information.  The unauthorized disclosure of information could result in serious consequences to the Company, whether or not the disclosure is made for the purpose of facilitating improper trading in securities.

(b) Posting on the Internet, including Social Media. Any written or verbal statement that would be prohibited under this Policy or applicable law is equally prohibited if made on electronic bulletin boards, chat rooms, blogs, websites or any form of social media, including the disclosure of material non-public information about the Company or material non-public information with respect to other companies obtained through association with the Company.

(c) Public Disclosure Should Be Made only by Designated Persons. In accordance with the Company’s Regulation FD Policy, no individuals other than specifically authorized personnel should release material information to the public or respond to inquiries from the media, analysts, investors or others outside the Company.  You should not respond to these inquiries unless expressly authorized to do so and should refer any inquires to a person designated in the Company’s Regulation FD Policy.

(d) Post-Employment Transactions May Be Prohibited. The parts of this Policy relating to trading while in possession of material non-public information and the use or disclosure of that information continue to apply to transactions in Company securities even after termination of employment or association with the Company.  If you are aware of material non-public information about the Company when your employment or other association with the Company ends, you may not trade in Company securities or disclose the material non-public information to anyone else until the information is made public or is no longer material.

(a) Materiality. Insider trading restrictions come into play only if the information is “material.” Information is generally regarded as “material” if it has market significance (i.e., if its public dissemination is likely to affect the market price of securities or if it otherwise is information that a reasonable investor would want to know before making an investment decision).  Information dealing with the following subjects is reasonably likely to be found material in particular situations:

·

significant changes in the Company’s prospects;

·

financial results, projections of future earnings or losses;

·

significant write-downs in assets;

·

significant developments in products or services;

·

gain or loss of substantial merchants or funding partners;

·

developments regarding significant litigation or government agency investigations;

·

impending bankruptcy or liquidity problems;

·

changes in earnings estimates or unusual gains or losses in major operations;

·

major changes in management;

·

a determination to declare a dividend;

·

extraordinary borrowings;

·

entry into or modification or termination of a significant contract;

·

proposals, plans or agreements, even if preliminary in nature, involving mergers, acquisitions or tender offers, divestitures, recapitalizations, strategic alliances, licensing arrangements or purchases or sales of substantial assets;

·

public offerings;

·

significant disruption in the Company’s operations or any unauthorized access to the Company’s information technology infrastructure; and

·

actions of regulatory agencies.

(b) Non-public Information.  Insider trading prohibitions come into play only when you possess information that is material and “non-public.” The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To be “public” the information must have been disseminated in a manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information. Even after public disclosure of information about the Company, you must wait until the close of business on the second full trading day after the information was publicly disclosed before you can treat the information as public.

(c) Compliance Officer.  The Company has appointed its Chief Financial Officer as its Compliance Officer for purposes of this Policy (the “Compliance Officer”). The duties of the Compliance Officer includes, but are not limited to, the following:

(i)

assisting with implementation of this Policy;

(ii)

circulating this Policy to all directors, officers, employees and independent contractors at all levels of the Company and of each subsidiary, partnership, venture or other business association that is effectively controlled by the Company, directly or indirectly, and ensuring that this Policy is amended as necessary to remain up-to-date with insider trading laws;

(iii)

notifying Covered Persons (as defined in Part II, Section 1 below) of the Company’s imposition of a trading “blackout” period as described in Part II, Section 3(c) below;

(iv)

reviewing and approving Approved 10b5-1 Plans (as defined below) or revisions or amendments to such Plans, as described in Part II, Section 3(d) below; and

(v)

pre-clearing all trading in securities of the Company by all Covered Persons in accordance with the procedures set forth in Part II, Section 4 below.

·

Current directors of the Company;

·

“Executive officers” of the Company, as described in Rule 3b-7 under the Exchange Act, and all individuals designated as “officers” of the Company for purposes of Section 16 under the Exchange Act (“Section 16 Officers”);

·

All employees and independent contractors in the accounting, finance, investor relations and legal departments of the Company or any entity controlled by the Company;

·

Any other employee or independent contractor that has been notified by a Compliance Officer that he or she has been added as a “Covered Person” on a permanent or temporary basis; and

·

Spouses, minor children and other persons living in the household of each of the foregoing groups.

2. Scope

3. Trading Restrictions

(a) Trading Window. All Covered Persons may trade in the Company’s securities only during the period beginning at the close of trading on the second full trading day following the earlier of the Company’s (x) widespread public release of quarterly or annual earnings and (y) Form 10-Q or Form 10-K filing, and ending at the close of trading on the day ending four weeks prior to the end of the fiscal quarter (“Trading Window”).

(b) Possession of Material Non-Public Information during a Trading Window. A Covered Person possessing material non-public information may not trade in Company securities even during applicable trading windows whether or not the Company has recommended a suspension of trading.  Such a person may trade during a trading window only after the earlier of (x) the close of trading on the second full trading day following the Company’s widespread public release of such information and (y) a reasonable determination that such information no longer constitutes material non-public information.

(c) Blackout Periods. From time to time, other types of material non-public information regarding the Company (such as negotiation of mergers, acquisitions or dispositions or other material events) may exist. While such material non-public information is pending, the Company may impose special blackout periods during which Covered Persons are prohibited from trading in the Company’s securities. Any such blackout periods shall be communicated to Covered Persons by a Compliance Officer.

(d) Exception for Approved Rule 10b5-1 Plans. These trading restrictions do not apply to transactions by Covered Persons under a pre-existing written plan, contract, instruction or arrangement under Exchange Act Rule 10b5-1 (“Approved 10b5-1 Plan”) that:

(i)

has been reviewed and approved in advance of its adoption by our Compliance Officer (or, if an Approved 10b5-1 Plan is to be revised or amended, such revision or amendment has been reviewed and approved in advance by a Compliance Officer);

(ii)

was entered into in good faith by the Covered Person during a Trading Window and at a time when he or she was not in possession of material non-public information about the Company; and

(iii)

gives a third party the authority to execute such purchases and sales, outside the control of the applicable Covered Person, provided such third party does not possess any material non-public information about the Company, or explicitly specifies the security or securities to be purchased or sold, the number of shares, the prices and/or dates of transactions, or other formula(s) describing such transactions.

(a) Because Covered Persons are likely to obtain material non-public information on a regular basis, the Company requires all Covered Persons to obtain a pre-clearance, even during a Trading Window, from a Compliance Officer for all transactions in the Company’s securities. Transactions by a Compliance Officer must be pre-cleared by the other Compliance Officer.

(b) These procedures also apply to transactions by such person’s spouse, minor children and other persons living in such person’s household and to transactions by entities over which such person exercises control.

(c) Unless revoked, a pre-clearance will normally remain valid until the close of trading two days following the day on which it was granted. If the transaction does not occur during the two-day period, pre-clearance of the transaction must be re-requested.

(d) If clearance is denied, the fact of such denial must be kept confidential by the person requesting such clearance.

(e) Pre-clearance is not required for purchases and sales of securities under an Approved 10b5-1 Plan. With respect to any purchase or sale under an Approved 10b5-1 Plan, the third party effecting transactions on behalf of the applicable Covered Person should be instructed to send duplicate confirmations of all such transactions to a Compliance Officer. In addition, pre-clearance is not required under the limited circumstances described in the introduction to this Policy (other than transactions pursuant to an Approved 10b5-1 Plan).