Code of Conduct  Ecology and Environment, Inc.  Board Approval Date: June 1, 2017 

 

 Message from Gerry Gallagher, President and CEOand Frank Silvestro, Board Chairman  The decisions we make every day as individuals and as a company matter.  We position ourselves for success when we apply ethical principles to our business decisions. ThisE & E Code of Conduct is not a substitute for good judgment, and it does not cover every situationthat you may encounter, or every law that applies to us as an international company. It does, however,outline the basic legal guidelines that we must follow and the general ethical principles that will helpeach of us make the right decisions when working with clients, potential clients, vendors, contractors,and each other.  We encourage you to read our Code of Conduct and refer to it for guidance.  If you find yourself in a situation in which you are unsure how to act, believe that a violation of the Codecould or has occurred, or have a question about a particular issue, please seek assistance. Our Codeidentifies resources that you may use to resolve or report any issue related to ethics and compliancewithout fear of retaliation. You can be assured that the Company will help and assist you in doing theright thing.  We all play a role in conducting our business in a fair and ethical manner.  As employees, directors, officers and representatives acting on behalf of the Companyand our clients, each of us is obligated to act with integrity and comply with the law. Weencourage our staff to exercise sound judgement as business professionals and to providevalue to our customers by identifying relevant environmental concerns and options as theyimplement specific projects. E & E’s reputation rests on how each of us conducts ourselvesand how we conduct ourselves collectively as a company. Nothing is more important toE & E as a company, and to each of us as individuals, than doing our work in a manner that follows theprinciples of our Code of Conduct and preserves our good name.  Thank you for your continued dedication to our culture of integrity and commitment to our ethicalguiding principles.  E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com  1 

 Our Commitment and Guiding Principles  E & E was founded in 1970 by four bright, talented scientists and engineers whofocused on a simple idea: that the world would be a better place if the idealsembodied in the new National Environmental Policy Act (NEPA) were adoptedand embraced by government agencies, companies developing new projects, andimpacted communities. E & E was in the right place at the right time and helped todevelop a new consulting industry devoted to solving environmental problems.  We grew to become a highly respected global environmental consulting firm ofintegrity, and we remain committed to developing technically sound solutionsto the leading environmental challenges of our times. Our name has becomesynonymous with quality and environmental excellence, and we continue toprovide a full range of professional consulting services to address the manydifficult environmental, social, and public outreach issues that confront our clients.By contributing diverse, multidisciplinary skills to signature projects around theworld, we continue to shape the future.  Over the years, we have been steadfast in our commitment to our people and ourclients. We add value by providing a grounded environmental perspective. We arerespectful of client needs and objectives as well as the professional and personalgoals of our staff. By securing challenging work and providing excellent clientservice, we are able to provide a dynamic workplace where our staff can remain  These are our company values:  focus on shared success, break down silos,invite collaboration and mentor others.We expect our leaders to set the examplefor others.  true to their personal environmental goals. We are accountable to our clients andwe mentor our staff to be responsive to client needs, share knowledge, efficientlytransfer information, and make the extra effort to create defensible, high qualitywork products of which our staff and clients can be proud.  Our company and entire staff remain committed to be fair, respectful, honest andtransparent in all that we do.  E & E secured permits and conducted construction oversight on the California Valley Solar Ranch project.  2  E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com 

 Table of Contents  Message from Gerry Gallagher, President and CEO  and Frank Silvestro, Board Chairman  1  Our Commitment and Guiding Principles  2  A.  Scope  4  B.  Our Fundamental Values  4  1.  General Principles  4  2.  Corporate Culture  5  3.  Environmental Stewardship  6  4.  Communicate Suggestions, Raise Questions, and Report Suspected Unethical or Illegal Behavior  6  C.  Workplace Expectations  8  5.  Fair Wages  8  6.  Company Opportunities, Loyalty, and Honest Service  8  7.  Conflicts of Interest  9  8.  Protection and Proper Use of Company Assets  9  9.  Equal Opportunity and Affirmative Action  10  10. Personal Behavior in the Workplace and  Interpersonal Communication  10  11. Social Media  11  12. Internal Investigations  11  13. Accountability for Adherence to the Code  12  14. Coordination with Other Company Policies  12  D.  Compliance with Laws  12  15. Compliance  12  16. Anti-Bribery/Corruption and Contact  with Government Officials  12  17. Business Courtesies and Gratuities  13  18. Accuracy of Company Records  14  19. Political Contributions and Related Policies  15  20. Government Contracts  15  21. Compliance with International Trade  and Government Policies  15  22. No Money Laundering or Deceptive Business Practices  16  E.  Responsibility to Shareholders  16  23. Securities Trading Policies, Shareholder Voting, Shareholder Comments, and  Communication Integrity  16  24. Transparency  16  F.  Commitment to Clients and Sound Business Practices  17  25. Intellectual Property and Confidential Information  17  26. Records Management  17  27. Fair Dealing with Competitors, Customers,  Subcontractors, and Suppliers  18  E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com  3 

 Helpful hint to E & E employees:  Each section heading in thisdocument is an active link allowingemployees to access through ThePoint, for a fuller explanation of thecorresponding section located inthe Company Conduct Guidelines.  E & E routinely gathers soil borings and conductshydrogeological investigations on contaminatedwaste sites.  A. Scope  This E & E Code of Conduct (“Code of Conduct”) applies to E & E and all of itssubsidiaries, affiliates, directors, officers, employees, consultants, representativesand agents world-wide (collectively referred to as “E & E “ or the “Company”).  B. Our Fundamental Values  1. General Principles  The purpose of this Code of Conduct is to provide a broad overview of ourcorporate culture and commitment to high standards of ethical business  conduct. Each numbered paragraph corresponds to a more detailed CompanyBusiness Conduct and Ethics Guideline (“Conduct Guideline”) that can be  accessed by employees through The Point.  If further clarification is needed or an issue arises that you feel deserves moreattention, E & E staff and representatives are encouraged to consult the ConductGuideline and/or contact a supervisor or the E & E Helpline to get additional  guidance and direction.  All E & E Helpline contacts are strictly confidential and anonymity of the personraising the issue will be maintained to prevent retaliation. The E & E Helpline isintended to be used freely by E & E staff and representatives to offer suggestionsas well as raise regulatory, compliance and ethical concerns.  E & E bird and bat experts conduct avian surveys to assess potential impacts from wind turbine projects.  4 E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com 

 2. Corporate Culture  Our corporate culture is based  We are a multidisciplinary company that relies on collaboration, staffinteraction and the effective transfer of knowledge to help our clients findpractical solutions to the most difficult environmental challenges of our time.  The Company is committed to a strong environmental ethic and we strive toachieve sustainability, transparency and excellence in all that we do.  • We hire quality, hard-working people that have the talent to consistently deliver high quality work products to our clients.  • As a knowledge-based network organization we encourage information to be freely shared across our offices to achieve maximum efficiencies and promote  strong interaction and information exchange among staff and clients. Webelieve that this is a proven way to develop sound consulting solutions thatprovide the best value to our clients.  • We thrive on a non-traditional organizational structure that minimizes bureaucratic systems and puts staff members with the right skills and training,  regardless of rank and tenure, directly in touch with our clients.  • Our employees are passionate about their work and we encourage a workplace where they feel free to speak up about things they know  and understand.  on a strong commitment toenvironmentally sound values:  • Early mover on using recycled products; integrated  environmental and sustainabilityfeatures and LEED-approved  concepts into redesign ofCompany buildings; employingsustainable practices;  implementing ride-sharingprograms; and developing  creative, thoughtful approachesto emerging markets.  • Use renewable solar power and smart technology to  reduce power costs, promoteenergy efficiency, and reducecarbon footprint.  • Rely on an efficient management organizational structure and  innovative knowledge-basednetworks to maximize clientcommunication benefits  and develop environmentalsolutions.  • Host meetings and seminars on timely environmental issues  at the Training Center theCompany operates in the heartof the Adirondacks, to facilitateknowledge transfer with staffand clients.  On the Apex Expansion natural gas pipeline project, E & E staff evaluated wetland impacts along the ROW, developed protective measures to minimize constructionimpacts, and secured FERC approvals.  E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com  5 

 Outside business: What it might looklike for you  QUESTION: You operate a smallbusiness out of your home that isunrelated to any environmentalwork done by the Company. Canyou continue to do this work whileemployed with the Company?  ANSWER: Even though the homebusiness appears to be unrelatedto your job for the Company, youmust contact your supervisor andget clearance from Company seniormanagement to continue businessoperations. The Company may  determine that the operation of thehome business is not appropriateor establish conditions on its  operation to prevent interferencewith your performance of work forthe Company.  3. Environmental Stewardship  We are an environmental company.  True to our name and our corporate roots, E & E conducts its business in anenvironmentally responsible manner and strives to improve our performanceto benefit our employees, customers, communities, shareholders, and the  environment. We use energy wisely and efficiently, employ technology tominimize environmental impacts and strive to employ sustainable businesspractices to the maximum extent practicable.  4. Communicate Suggestions, Raise Questions, and Report Suspected Unethical or Illegal Behavior  The Company maintains an open door policy and sponsors an anonymous E & EHelpline to improve communications at all levels of the Company and identifypotential concerns as early as possible so they can be addressed pro-activelybefore they become a problem. We continually encourage strong collaborationbetween staff and clients to find better ways to do business. We want to knowif something doesn’t look right and will work with employees and clients to  address issues of concern.  To meet these goals we encourage you to offer suggestions about creatinga better, more innovative workplace; ask questions; identify ethical or otherconcerns; and report suspected violations of law, the Code of Conduct, or theConduct Guidelines without fear of retribution or retaliation.  a. File a Suggestion, Ask Questions, or File a Report  If you have suggestions to improve the E & E workplace experience; havequestions about an ethical situation; or want to report any anti-corruption,legal, regulatory, compliance, ethical, program implementation, or other  concern consistent with the purposes of this Code of Conduct or the ConductGuidelines — you are encouraged to file your suggestion, question, or  report by using the E & E Helpline the Company has established for thispurpose. The E & E Helpline can be accessed confidentially by any of thefollowing methods:  E & E scientists conduct demolition oversight at a PCB contaminated building in connection with the upper watershed of the Eighteen Mile Creek Area of Concern (AOC)under the Great Lakes Restoration Initiative (GLRI) program.  6  E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com 

 (1) Log onto one of the following websites to file a confidential suggestion or  report using your language of preference, as indicated below:  Language Language  Abbreviation Name Direct URL  eng English www.lighthousegoto.com/enehelpline/eng  por Portuguese www.lighthousegoto.com/enehelpline/por  spa Spanish www.lighthousegoto.com/enehelpline/spaOR  (2) Call one of the following toll free numbers: • English speaking USA and Canada: (844) 980-0004  • Spanish speaking USA and Canada: (800) 216-1288  • French speaking Canada: (855) 725-0002  • Spanish speaking Mexico: 01-800-681-5340 AT&T USADirect  • All other countries: (800) 603-2869 (must dial country access code first;  click here for access codes and dialing instructions)OR  (3) Send an email to: reports@lighthouse-services.com (must include Company name with report)  OR  (4) Send a fax to: (215) 689-3885 (must include Company name with report)OR  (5) Send by mail to: Lighthouse Services  1710 Walton Road, Suite 204Blue Bell, PA, 19422  Attn: Reports (must include Company name with report)  E & E supports USACE and USEPA on the dredging of PCB contaminated sediment from the Hudson RiverSuperfund site and its transfer to an approved dewatering facility prior to off-site disposal.  E & E Helpline:  We want to hear from you.Log in electronically:  www.lighthousegoto.com/enehelpline/eng  Call: (844) 980-0004Send email:  reports@lighthouse-services.com(include Company name)  Send fax: (215) 689-3885(include Company name)  Send by mail:  Lighthouse Services  1710 Walton Road, Suite 204Blue Bell, PA, 19422  Attn: Reports  (include Company name)All information is handled bya third party and is strictlyconfidential unless you decideto talk about it and getdirectly involved.  Retaliation is prohibited!  In the aftermath of the World Trade Center attacks,E & E provided support to the City of New York toassess personal injury health claims and identifychemical exposures posing the greatest risk to cityresidents and sensitive populations.  E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com  7 

 Retaliation: What you need to know  QUESTION: I reported a concern tomy supervisor about our businessagent’s conversations with foreigngovernment officials that will beapproving environmental permitapplications we have submitted onbehalf of a client. Since reportingmy concern to my supervisor,  he has stopped including me inproject meetings. Is this retaliation?ANSWER: Significant changes inhow you are treated after reportinga potential legal or ethical concerncan be perceived as retaliation.If you feel you are being treateddifferently since reporting anallegation, raise your concern bycontacting the confidentialE & E Helpline.  Launching the electrofishing boat on EighteenmileCreek in the Newfane dam reservoir, Newfane, NY.  b. Report a Retaliation Claim  It is against the Company’s policy to retaliate against any employee, officer,or director for making a good faith suggestion, raising a question, or filinga report. If you feel you have been retaliated against for making such a  suggestion, raising a question, or filing a report, you should immediately filean anonymous retaliation claim with the E & E Helpline by using any of themethods outlined above.  C. Workplace Expectations  5. Fair Wages  We do not want you to work for free.  E & E complies with laws and regulations dealing with wage and hour issues,including off-the-clock work, meal and rest breaks, overtime pay, termination pay,minimum-wage requirements, wages and hours of minors, on-call employees, andother subjects relating to wage and hour practices.  You have the right and responsibility to fully engage in your work, and you shouldnever be working without receiving legally applicable compensation.  6. Company Opportunities, Loyalty, and Honest Service  Do not use a Company opportunity for personal gain.  Company directors, officers, employees, representatives, and agents owe a dutyto the Company to be loyal, provide honest service, and advance its legitimateinterests when the opportunity to do so arises. Company directors, officers,  employees, representatives, and agents are prohibited (without the specific  E & E conducts plant and animal rare, threatened, and endangered species (RTE) surveys to evaluateenvironmental and regulatory concerns associated with bridge construction in sensitive, international waters.  8  E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com 

 consent of the Board of Directors or an appropriate committee thereof ) from  (i) personally taking for themselves opportunities that are discovered throughthe use of Company property, information, or their position, (ii) using Companyproperty, information, or their position for personal gain, or (iii) competing withthe Company directly or indirectly.  7. Conflicts of Interest  E & E employees, officers, directors, and representatives owe the Company aduty of loyalty and are expected to act with honesty and integrity. They mustavoid situations in which personal interests conflict with or interfere with theCompany’s interests.  Conflicts can arise in many ways and can have significant consequences, includinglost work, damage to reputation, and in some extreme cases, the commencementof criminal enforcement investigations. It is important that all persons working  on behalf of E & E diligently try to avoid conflict situations. If you find yourself in asituation where you have an interest that makes it difficult to perform your dutiesobjectively and effectively, you may have a conflict and may need to take action tomitigate or eliminate it. If not sure, ask your supervisor, the Corporate ComplianceOfficer, or the Regulatory Legal Group, or contact the E & E Helpline.  8. Protection and Proper Use of Company Assets  Our shareholders trust us to manage Company assets appropriately.  Collectively, employees, officers, and directors have a responsibility forsafeguarding and making proper and efficient use of the Company’s assets. Eachof us has an obligation to use Company property as intended and prevent itsloss, damage, misuse, theft, embezzlement, or destruction, including confidentialreports and data bases containing client names and/or contact information.  Examples of conflicts of interest:  • Selling services to, consulting with, or employment in any capacity with a competitor (taking into account size, scope of services offered, market  focus, etc.), supplier, or customer of the Company.  • Having a substantial equity, debt, or other financial interest in any supplier or customer.  • Having a financial interest in any transaction involving the purchase or sale by the Company of any product, material, equipment, services, or  property; or in any company (newly formed or existing) which competeswith E & E.  • Misusing or disclosing without authorization the Company’s confidential or proprietary information.  • Receiving loans or guarantees of obligations from the Company without Board of Director authorization.  Conflict of interest: What it mightlook like for you  You are on the interviewingcommittee for a new position. Yourbrother has applied for the job andthe committee wants to bring himin for an interview.  WHAT TO DO: Excuse yourself fromthe interview process and informthe committee members of the  family relationship. Even if you canremain objective, the relationshipcould cause your participation tobe perceived as biased. You alsomust disclose new conflicts as youbecome aware of them.  It is important to recognize thatthe evaluation and disclosureof conflict of interest is an  ongoing obligation: all E & Eemployees, officers, directors, andrepresentatives must disclose,avoid, and mitigate potentialconflict situations as they becomeaware of them.  On western public lands, E & E staff evaluates impacts ofproposed energy projects, including habitat assessmentson Gopher Tortoises, burrowing owls, and other  endangered species; construction monitoring; andimplementation of mitigation and relocation programs.  E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com  9 

 What if I see something I thinkshould be reported?  • Best to err on the side of caution.  • If what you see violates the Code  of Conduct, let your supervisorknow or use the E & E Helpline.  9. Equal Opportunity and Affirmative Action  We recognize and actively support our legal obligation to refrain fromdiscrimination based on a person’s race, color, religion, sex (including pregnancy,gender identity and sexual orientation), national origin, age (40 or older), disabilityor genetic information. We also do not discriminate against a person becausethe person complained about discrimination, filed a charge of discrimination orparticipated in an employment discrimination investigation or law suit.  Our commitment to a discrimination-free workplace applies to all types ofemployment situations, including hiring, firing, promotions, harassment, training,wages transfers, layoffs, and terminations.  10. Personal Behavior in the Workplace and Interpersonal Communication  The Company continually seeks to provide its employees a comfortableworkplace. We also expect positive, professional, and respectful interactionsbetween our employees, vendors, and clients and encourage these interactionsto take place in an atmosphere of trust and respect.  We strive to offer a working environment that is:  • Free from all forms of discrimination. We have no tolerance for sexual harassment, religious insensitivity, and/or the communication of disparaging  and disrespectful remarks of any kind;  • Free of illegal controlled substances, as well as the use of non-prescription drugs in a manner that can impair work performance and/or judgment and  the use of prescription drugs not in accordance with the instructions of alicensed physician;  • Free of physical violence and weapons of all types, including firearms, knives, sprays, batons, and asphyxiants; and  • Free of alcohol consumption or the effects of alcohol during working hours, including lunch hour, with the exception that alcohol may be consumed at  Company events if made available.  In Toledo OH, E & E scientists assess the cause of Algal Blooms caused by nutrient loading from Maumee River/Western Lake Erie Basin sources and develop programs tominimize impacts on drinking water supplies.  10  E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com 

 11. Social Media  The use of social media requires good judgment.  Social media offers new ways to interact and communicate with colleagues, staff,and customers, and rules and protocols for its use are still evolving. The Companyhas established the following minimal requirements to guide employee conductwhen using social media:  • Company approval is required for any posts of information on external social media sites for work purposes that are made on behalf of or relate to  the Company.  • Employees are to exercise personal responsibility: the Company expects employees to use good judgment whenever you participate in social media  or other online activities. If you are unsure, ask your supervisor, the CorporateCompliance Officer or the Regulatory Legal Group, or contact the E & E  Helpline.  Keep in mind that social media is evolving and it is not uncommon for personalcomments of an individual that appear on a social media forum or web site, tobe perceived as being associated with the company for which that individual  works. To address this concern, unless specifically authorized, an employee cannotrepresent E & E in any social media communications. All staff should think carefullybefore communicating any such information and must state clearly that any viewsexpressed in such social media communications are his/her own and not the  views of the Company  12. Internal Investigations  If trouble finds you, we will conduct a fair investigation.  In the event that information is discovered that indicates laws, regulations, orthis Code of Conduct have been violated, E & E will conduct a fair and objective  internal investigation. Retaliation will not be tolerated against any E & E employeewho cooperates in these investigative activities. After an investigation is  completed, appropriate disciplinary and/or other corrective action will be takenand agency notifications will be implemented as appropriate.  E & E and social media  We have a social media presenceon LinkedIn.  If you have questions about whatyou can post, please contact theRegulatory Legal Group to  discuss particulars.  E & E provides restoration design and construction oversight services to improve ecosystem and fish habitat and reduce stream bank erosion.  E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com  11 

 Red flags:  These statements and phrasescould signal a potential concern:  “Let’s just keep this between ourselves.”  “Well, maybe just this once.”“What’s in it for me?”  “It doesn’t matter how it gets done as long as it gets done.”  “Remember, we didn’t have this conversation.”  “Don’t contact the E & E Helpline.”NOT SURE? Ask your supervisor;if uncomfortable doing so, call theE & E Helpline.  On the Gran Tierra Energy project in Peru, E & E'sPeru-based company conducted Right of Way (ROW)baseline ecological surveys for a 14 inch pipelineextending 120 KM through the Peruvian jungle fromthe Town of Bretana to the Ucayali River.  13. Accountability for Adherence to the Code  Each employee, officer, and director is expected to comply with this Code ofConduct. Violations may lead to serious sanctions, including, for an employee,  discipline up to and including immediate termination, at the sole discretion of theCompany. The Company may, in addition, seek civil recourse against an employee,officer, or director and/or refer possible criminal misconduct to law  enforcement agencies.  14. Coordination with Other Company Policies  All other Company policies remain in effect. The provisions of this Code ofConduct are in addition to, and do not modify, replace, or supersede theCompany’s other policies or procedures, including, but not limited to, the  Company’s other statements of policy or procedure, whether written or oral.  D. Compliance with Laws  15. Compliance  All employees, officers, directors, and representatives are to comply withapplicable laws and the Company’s Code of Conduct and policies.  Integrity is important to the Company and its clients, and we expect our staff tocomply with applicable laws, regulations, and corporate policies as we supportour clients’ projects.  16. Anti-Bribery/Corruption and Contact with Government Officials  The Company complies with laws and regulations relating to lobbying orattempting to improperly influence private individuals or government officials.  Bribery, kickbacks, or other improper or illegal payments, gifts and gratuities haveno place in the Company’s business. We place a special emphasis on avoiding  For the Clean Line renewable energy project, E & E provided extensive public outreach services to address publicconcerns about visual and environmental impacts from proposed transmission line right of way corridors.  12  E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com 

 improper or illegal payments to foreign governments or representatives on  international projects. We have a well-established program that requires ouremployees, officers, directors, and representatives to comply with the Foreign  Corrupt Practices Act and other international anti-corruption laws and regulations.  17. Business Courtesies and Gratuities  The Company’s policy is not to offer or accept kickbacks, bribes, or gifts ofsubstantial value.  Gifts or gratuities greater than a nominal value may not be exchanged with anydomestic or foreign government or federal, state, or local government official,representative, or employee. Acceptable nominal value gifts might include  T-shirts, calendars, tote bags, water bottles, holiday cards, and similar items. TheCompany will accept only approved and widely available discounts from ourgovernment clients.  Business courtesies with non-government customers, such as non-monetary gifts,meals, transportation, entertainment, and contributions or donations made on  behalf of our clients to public-benefit organizations, must be reasonable, providedto promote goodwill with our business partners, and related to a legitimate  business purpose. Such courtesies must not violate applicable laws or regulations,and must be consistent with reasonable customs of the market place and  industry practice.  If you have any questions about the appropriateness of any gifts, gratuities, orbusiness courtesies, contact your supervisor, the Regulatory Legal Group, or theE & E Helpline.  Q & A  QUESTION: What about invitinga government client to a seminarevent sponsored by E & E?  ANSWER: It is important to get thegovernment perspective on key  issues. We address ethical concernsby having E & E and/or other eventsponsors issue an invoice to the  government official that meets perdiem guidelines and charges an  inclusive daily fee for food, lodgingand conference activities.  E & E conducts stream studies to provide the data needed to develop stream channel and riparian corridor restoration designs that will improve stream function andecological services.  E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com  13 

 E & E accounting policies:  • E & E accounting policies are available on The Point HERE.  • We also follow accounting  principles and standardspromulgated by the Cost  Accounting Standards Board andFinancial Accounting StandardsBoard. Among other things,  compliance with these standardsprovides assurance to our clientsthat our invoices only specify  valid charges and our financialreports are accurate.  • We disclose financial information to meet legal requirements, keep  shareholders/investors informed,and provide transparent  client communications.  18. Accuracy of Company Records  Each director, officer, employee, representative, and agent must help maintainthe integrity of the Company’s financial and other records.  Management, directors, audit committee members, shareholders, creditors,governmental entities, and others depend on the Company’s business records forreliable and accurate information. The Company’s books, records, accounts, andfinancial statements must appropriately and accurately reflect the Company’stransactions and conform to applicable legal requirements and the Company’ssystem of internal controls.  In particular, the Company is committed to fair, accurate, timely, andunderstandable disclosure in all reports filed with the Securities and ExchangeCommission (SEC) and in other public communications, and each person subjectto this Code of Conduct is required to provide truthful and timely information insupport of this commitment.  The Company has established a series of accounting policies, which can beaccessed by E & E employees on The Point. Supplementing these policies are thepublished Guidelines for Accounting for Allowable Costs and the instructions forrecording time.  Q & A  QUESTION: Can we increase our indirect/overhead rates for work on costreimbursable government contracts?  ANSWER: Yes, so long as it is done properly and the changes are made incompliance with applicable laws and government regulations, includingFAR Subpart 15.4; The Truth in Negotiations Act; FAR Part 31; and 48  CFR Chapter 99. When E & E makes rate changes our rates are subject togovernment audit; carefully documented; and based on accurate, currentand complete cost or pricing data. When making such indirect/overheadrate changes we make sure that the changes meet the foregoing legal  and regulatory requirements. We are well aware that if we fail to do so,enforcement actions could result and that other consulting companieshave been held legally responsible for overhead rate changes that  were determined to be improperly inflated in a manner that defraudedgovernment clients.  E & E's Brazil based company provided technical support and construction oversight for the Las Pelambres Transmission system that resulted in expedited regulatoryapprovals and reduced environmental impacts.  14  E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com 

 19. Political Contributions and Related Policies  Company funds or resources are not to be used to make a political contributionto any political candidate, Political Action Committee (PAC), or political party.  A decision by an employee to contribute any personal time, money, or otherresources to a political campaign or political activity must be totally voluntary.The employee cannot seek reimbursement for attending a political functionor otherwise contributing money or time to a political campaign and any suchcontributions will not be reimbursed by the Company.  Company facilities may not be used by employees, directors, officers, orrepresentatives for political campaigning or fundraising or other partisanpolitical purposes.  20. Government Contracts  Government contracts require special attention.  When doing business with federal, state, or local governments, we must ensure allstatements and representations to government procurement officials are accurateand truthful, including costs and other financial data. Any conduct that could  appear improper should be avoided when dealing with government officialsand employees.  21. Compliance with International Trade and Government Policies  International projects often require expert advice.  Before engaging in international work assignments, it is important to recognizethe potential impact that government policies can have on that work.  On international projects, government trade and policy considerations, sanctions,or restrictions may apply, and it is essential that we perform proper due diligencebefore entering into agreements or engaging in work assignments. Work on allinternational projects is routinely evaluated to prevent potential violations or  consequences that are not in the Company’s best interests.  E & E scientists evaluate ecological impacts within a Great Lakes Area of Concern and develop design andimplementation of invasive species control/habitat restoration plans.  Political contributions: What itmight look like for you  QUESTION: I have been asked tobuy a dinner ticket to a politicalfundraiser for a candidate runningfor office in an upcoming electionand to attend a conference where  a portion of the funds will be goingto a candidate or Political ActionCommittee (PAC). Can I buy ticketsto these events and, if so, can I  prepare an expense reportfor reimbursement?  ANSWER: Employees are free tobuy tickets to fundraisers and  conferences to financially support acandidate. However, the employeemust pay for the ticket/conferencefees with personal funds. E & E  is not allowed to reimburse theemployee for such an expense  and an employee should not seekreimbursement from the Companyfor such expenses.  Avian tracking for Navy OLF project.  E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com  15 

 Money laundering or illegalgratuity considerations:  On occasion a client may pose as alegitimate business, even thoughthey may be engaged in illegal orshady activities. Their purpose maybe use our contract to “launder” orpass on money or illegal gratuitiesto third parties. Be aware of the  following “Red Flags:”  • E & E receives an invoice from a subcontractor or agent which  provides a vague description ofthe work performed or is wordedin such a way that E & E cannotverify that work was in fact  performed.  • A request is made for E & E to pay an E & E subcontractor or agent  in cash for services rendered.  • A request is made for payments  to be made or gratuities or favors to be provided to third parties or government officials that are not specified in contract documents.We need to conduct due diligenceon parties we contract with or  agents who work on our behalf tomake sure this does not occur onour watch.  Following the Persian Gulf war, E & E worked assessedimpacts on sensitive desert and coastal areas  and recovered over $3 Billion in natural resourcedamages through the United Nations CompensationCommission in Geneva, Switzerland.  22. No Money Laundering or Deceptive Business Practices  Money laundering will not be tolerated.  Money laundering is a global problem with far-reaching and seriousconsequences. E & E forbids knowingly engaging in transactions that facilitatemoney laundering or result in the diversion of corporate assets or receivables forpersonal gain or the implementation of unlawful or deceptive business practices.Any such activity on international projects would be a violation of the ForeignCorrupt Practices Act and is strictly prohibited.  E. Responsibility to Shareholders  23. Securities Trading Policies, Shareholder Voting, Shareholder Comments, and Communication Integrity  Never trade the Company's stock on the basis of information acquired in thecourse of your Company duties or in any other manner — that is confidential,not commonly known, or not readily available to others.  If you discover information about the Company that could give you a financialadvantage, you cannot use that information for personal gain. If uncertain aboutwhether information you received can be acted upon, ask your supervisor or theRegulatory Legal Group.  All votes by shareholders will be handled in a confidential manner to maintain theintegrity of the voting process.  If a shareholder has any comments or questions on any matter of concern, theymay be directed to the Secretary of the Company or communicated anonymouslythrough the E & E Helpline.  24. Transparency  The existence and content of this Code of Conduct will be disclosed toshareholders and directors and Company employees. It also will be available forreview on the Company’s web site. It is a living document and may be revised andupdated from time to time, with the revision dates clearly identified.  E & E evaluated environmental impacts for the Aliso Canyon natural gas transmission project in CA.  16  E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com 

 F. Commitment to Clients and Sound Business Practices  25. Intellectual Property and Confidential Information  The Company invests substantial resources in developing proprietaryintellectual property and confidential information.  Confidential information is information that is not generally known or readilyavailable to others. All information from a client and all data produced for a clientare strictly confidential.  Each Company director, officer, employee, representative, and agent isobligated to protect the Company’s confidential information as well as thatof its customers, suppliers, and third parties who disclose information to theCompany in confidence.  26. Records Management  Our records are our corporate memory.  Company records provide evidence of actions and decisions and contain dataand information critical to the continuity of our business, the verification of legalcompliance, and the evaluation of employee and corporate performance.  • Project reports, data and deliverables are typically the property of our clients. The clients pay for these work products and unless otherwise specified by  E & E management or required by contract, these work products are to bereturned to the client at the conclusion of a project. Unless prohibited bycontract, E & E can maintain copies of these work products for its archivesso long as confidentiality requirements continue to be met and they aremaintained in a secure manner.  • Unless specified in a contract as belonging to a client, all non-work product records and files developed during the course of a project are the property  of E & E. At the conclusion of the project, all files must be retained or disposedof in accordance with E & E procedures or returned to the client if required  by contract.  E & E field teams assessed wildlife and habitat resources for the Windy Flats wind project in WA.  Picture this  A supervisor asks you for a list ofeveryone in the office who helpedorganize the company picnic so shecan thank them. You are busy so  you send a spreadsheet previouslyprepared for HR that lists the  requested names and emailsof all employees in the office;however you fail to notice thatadditional information is also in  the spreadsheet, including phonenumbers, social security numbers,addresses, and emergency contactinformation. Did you make a  mistake by doing this?  Yes, you have mistakenly breachedconfidentiality concerns and needto get the spreadsheet back to  delete all extraneous informationother than the names and  email addresses requested. Theinformation you provided on thespreadsheet contains confidential,personal information and cannotbe shared with anyone, whethera Company supervisor, co-worker,or trusted friend who does not  work for the Company. Only theminimum amount of informationneeded by your supervisor to  do her job should be shared. It isimportant to always double checkthe content of email attachments.  How do you respond?  QUESTION: A third partyrequests details from you about aconfidential project performed byE & E for a client.  ANSWER: You cannot provideproject details, even if the projecthas been publicly announced.You are not a spokesperson forthe project and must tell thethird party to direct all projectquestions to the designated clientrepresentative.  E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com  17 

 • Each member of our staff must become familiar with recordkeeping  Defining it  requirements for specific projects by reviewing applicable contract terms and/  or discussing those requirements with their supervisor and/or the Regulatory  MANIPULATION: if you don’t feelcomfortable with an assignmentlet us know by contacting your  supervisor or use the E & E Helpline.UNFAIR DEALING: fairness is  important in all business matters.If it is not right, trust your instinctsand do something about it.  Legal Group. E & E staff must properly retain, maintain, label, and carefullysecure and handle confidential, sensitive, and proprietary information inaccordance with E & E procedures and contractual requirements.  • Business transactions and payments are to be accurately recorded and monitored.  27. Fair Dealing with Competitors, Customers, Subcontractors, and Suppliers  How we deal with others reflects directly on the Company.  The Company’s success depends on building productive relationships with ourcustomers and suppliers based on integrity, ethical behavior, and mutual trust.  The Company strives to outperform its competition, but in doing so, we mustconduct ourselves fairly and honestly. No one should take unfair advantagethrough manipulation, concealment, abuse of privileged information,  misrepresentation of material facts, or any other intentional unfair dealing.  It is important that third parties competing for our business participate in a fairE & E procurement process that is conducted with integrity and in compliancewith applicable legal and regulatory requirements.  On international projects, E & E staff managing the procurement of servicesor goods must obtain approval by E & E senior management to establish anappropriate procurement procedure that conforms with project needs, localcustoms and procedures, and applicable legal and ethical business concerns.  E & E cable permitting team evaluated environmental impacts for the AMX-1 fibre optic system that increased data transmission capabilities in Mexico and other countriesin the Americas.  18  E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com