nDivision Inc. (Form: 8-K, Received: 10/25/2019 16:06:24)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 0R 15 (D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 22, 2019

NDIVISION INC.

(Exact name of registrant as specified in its charter)

Nevada		47-5133966
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4925 Greenville Avenue, Suite 200, Dallas, TX		75206
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area 214-785-6355

Copies to:

Attn: Ken Bart.

Ward and Smith, P.A.

127 Racine Drive

Wilmington, NC 28403

Tel: 910-794-4820

Fax: 910-794-4877

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Ticker symbol(s)	Name of each exchange on which registered
None

Forward-Looking Statements

This Current Report on Form 8-K and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially.

Information regarding market and industry statistics contained in this Current Report on Form 8-K is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources and cannot assure investors of the accuracy or completeness of the data included in this Current Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking statement. As a result, investors should not place undue reliance on these forward-looking statements.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

Pursuant to a unanimous board of directors written consent, on October 22, 2019, the bylaws of the Company were amended and restated in their entirety. The amended and restated bylaws are filed herewith as exhibit 3.1.

ITEM 5.05 AMENDMENTS TO THE REGISTRANT’S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS.

Pursuant to the board consent on October 22, 2019, the Company amended and restated, in their entirety, the Company’s Whistleblower Policy and Code of Business Conduct. The amended and restated policies are attached as exhibit 14.1 and 14.2, respectively.

ITEM 7.01 REGULATION FD DISCLOSURE.

Pursuant to the unanimous written consents of the Company’s respective committees and board of directors, on October 22, 2019, the Company amended and restated, in their entirety, the Company’s Audit Committee Charter, Compensation Committee Charter and Nomination and Governance Committee Charter. The amended and restated charters are filed herewith as exhibit 99.1, 99.2 and 99.3, respectively.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.

Description

3.1

Bylaws

14.1

Whistleblower Policy

14.2

Code of Business Conduct

99.1

Audit Committee Charter

99.2

Compensation Committee Charter

99.3

Nomination and Governance committee Charter

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NDIVISION INC.

Date: October 25, 2019	By:	/s/ Andrew Norstrud
		Andrew Norstrud
		Chief Financial Officer

EXHIBIT 3.1

BYLAWS

NDIVISION, INC.

a Nevada corporation

ARTICLE I

Offices

Section 1. Registered Office. The registered office of nDivision, Inc. (the “Corporation”) shall be maintained at such locations within the State of Nevada as the Board of Directors from time to time shall designate. The Corporation shall maintain in charge of such registered office an agent upon whom process against the Corporation may be served.

Section 2. Other Offices. The Corporation may also have an office or offices at such other place or places, either within or without the State of Nevada, as the Board of Directors from time to time may determine or the business of the Corporation may require.

ARTICLE II

Meetings of Shareholders

Section 1. Annual Meetings. Subject to the provisions of these Bylaws, the annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before such meeting, shall be held on such date and at such time as shall be designated by the Board of Directors and specified in the notice of such meeting. If the election for directors shall not be held on the day designated therefor or at any adjournment thereof, the directors shall cause such election to be held at a special meeting of the shareholders as soon thereafter as may be convenient. At such special meeting, subject to the provisions of these Bylaws, the shareholders may elect the directors and transact any other business with the same force and effect as at an annual meeting duly called and held.

Section 2. Special Meetings. A special meeting of the shareholders for any purpose or purposes, unless otherwise prescribed by statute, may be called at any time and shall be called by the President or Secretary, upon the direction of the Board of Directors, or upon the written request of a shareholder or shareholders holding of record at least ten percent (10%) of the issued and outstanding shares of the Corporation entitled to vote at such a meeting.

Section 3. Meetings by Electronic Communication. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, shareholders not physically present at a meeting of shareholders may, by electronic communication, participate in such meeting and be deemed present in person and vote at such meeting, whether such meeting is to be held at a designated place or solely by electronic communication, provided that (a) the Corporation shall implement reasonable methods to verify that each person deemed present and permitted to vote at the meeting by means of electronic communication is a shareholder, (b) the Corporation shall implement reasonable methods to provide such shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (c) the Corporation maintains a record of any shareholder vote or other action taken at the meeting by electronic communication.

Section 4. Place of Meetings. All meetings of the shareholders shall be held at the principal place of business of the Corporation or at such other place, within or without of the State of Nevada, as shall be designated by the Board of Directors and specified in the notice of each such meeting.

Section 5. Notice of Meetings. Except as otherwise provided by law, notice of each meeting of the shareholders, whether annual, special, or adjourned, shall be given, not less than ten (10) calendar days nor more than sixty (60) calendar days before the day on which such meeting is to be held, to each shareholder of record entitled to vote at such meeting by delivering a written or printed notice thereof to such shareholder personally, by facsimile machine, electronic transmission (e-mail), or by mailing such notice in a postage prepaid envelope addressed to such shareholder at the post office address furnished by such shareholder to the Secretary for such purpose, or, if such shareholder shall not have furnished to the Secretary an address for such purpose, then at the address of such shareholder last known to the Secretary. Except when expressly required by law, no publication of any notice of a meeting of shareholders shall be required. Notice of any meeting of shareholders shall not be required to be given to any shareholder who shall attend such meeting in person or by proxy. If any shareholder shall in person or by proxy waive notice, in writing, of such meeting, whether before or after such meeting, notice thereof need not be given to such shareholder. Notice of any adjourned meeting of the shareholders shall not be required to be given, except when expressly required by law.

Section 6. Quorum. At each meeting of the shareholders, the presence in person or by proxy of shareholders holding of record a majority of the issued and outstanding shares entitled to vote at such meeting shall be necessary and sufficient to constitute a quorum for the transaction of business. In the absence of a quorum, the shareholders entitled to vote who are present in person or by proxy at the time and place of any meeting, or, if no shareholder entitled to vote is so present in person or by proxy, any officer entitled to preside at or act as secretary of such meeting may adjourn such meeting from time to time, without notice other than an announcement at such meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 7. Organization. At every meeting of the shareholders, the President, or, in his or her absence, a Vice President, or, in the absence of the President and all of the Vice Presidents, a chairman chosen by a majority interest of the shareholders present in person or by proxy and entitled to vote there at, shall act as chairman. The Secretary, or, in his or her absence, an Assistant Secretary, shall act as secretary at all meetings of the shareholders. In the absence from any such meeting of the Secretary or an Assistant Secretary, the chairman may appoint any person to act as secretary of such meeting.

Section 8. Business and Order of Business. Subject to the provisions of these Bylaws, at each meeting of the shareholders, such business may be transacted as may properly be brought before such meeting.

Section 9. Voting. At each meeting of the shareholders, each shareholder shall be entitled to one vote in person or by proxy for each share of the Corporation having voting rights registered in his or her name on the books of the Corporation at the close of business on the day next preceding the day on which notice of such meeting was given, or, if no notice was given, on the day next preceding the day on which such meeting is held, except when, pursuant to the provisions of Section 7 of Article VII of these Bylaws, a date shall have been determined as a record date for the determination of the shareholders entitled to vote. Any shareholder entitled to vote may vote in person or by proxy in writing. Each such proxy shall be subject to the provisions of Section 78.355 of the Nevada Revised Statutes. The presence at any meeting of any shareholder who has given a proxy shall not revoke such proxy, unless such shareholder shall file written notice of such revocation with the secretary of such meeting prior to the voting of such proxy.

At each meeting of the shareholders, all matters other than those, the manner of deciding of which is expressly regulated by statute, the Articles of Incorporation, or these Bylaws, shall be decided by a majority of the votes cast by the holders of shares entitled to vote therefor.

Section 10. Conduct of Meetings of Shareholders. Meetings of the shareholders shall generally follow reasonable and fair procedure. Subject to the foregoing, the conduct of any meeting and the determination of procedure and rules shall be within the absolute discretion of the chairman, and there shall be no appeal from any ruling of the chairman with respect to procedure or rules. Accordingly, in any meeting of the shareholders, or part thereof, the chairman shall have the absolute power to determine appropriate rules or to dispense with theretofore prevailing rules. Without limiting the foregoing, the following rules shall apply:

	A.	Within his or her sole discretion, the chairman of a meeting may adjourn such meeting by declaring such meeting adjourned. Upon his or her doing so, such meeting shall be immediately adjourned.

	B.	The chairman may ask or require that anyone who is not a bona fide shareholder or proxy leave a meeting.

	C.	A resolution or motion shall be considered for vote only if proposed by a shareholder or duly authorized proxy, and seconded by a person, who is a shareholder or a duly authorized proxy, other than the person who proposed the resolution or motion. The chairman may propose any motion for vote.

	D.	The chairman of a meeting may impose any reasonable limits with respect to participation by shareholders in a meeting, including, but not limited to, limits on the amount of time at the meeting used for the remarks or questions or any shareholder, limits on the numbers of questions per shareholder, and limits as to the subject matter and timing of questions and remarks by shareholders.

Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any meeting of the shareholders except in accordance with the procedures specified in this Section 10; provided, however, that nothing in this Section 10 shall be deemed to preclude discussion by any shareholder as to any business properly brought before any meeting.

The chairman shall, if the facts warrant, determine and declare at any meeting of the shareholders that business was not properly brought before such meeting in accordance with the provisions of this Section 10, and if he or she should so determine, he or she shall so declare to such meeting and any such business not properly brought before such meeting shall not be transacted.

Section 11. Advance Notice of Shareholder Proposed Business at any Meeting of the Shareholders. To be properly brought before any annual meeting of the shareholders, business must be either (a) specified in the notice of such meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before such meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before such meeting by a shareholder. In addition to any other applicable requirements, including, but not limited to, requirements imposed by federal and state securities laws pertaining to proxies, for business to be properly brought before any meeting by a shareholder, such shareholder must have given timely notice thereof in writing to the Secretary. To be timely, shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the 15th calendar day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, whichever first occurs. A shareholder’s notice to the Secretary shall specify as to each matter such shareholder proposes to bring before any meeting of the shareholders (a) a brief description of the business desired to be brought before such meeting and the reasons for conducting such business at such meeting, (b) the name and record address of the shareholder proposing such business, (c) the class and number of shares of the Corporation which are beneficially owned by such shareholder, and (d) any material interests of such shareholder in such business.

Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures specified in this Section 11. The chairman of such annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before such meeting and in accordance with the provisions of this Section 11, and if he or she should so determine, he or she shall so declare to such meeting and any such business not properly brought before such meeting shall not be transacted.

Section 12. Action by Shareholders Without a Meeting. Any action required or permitted to be taken at a meeting of the shareholders pursuant to any provision of the Nevada Revised Statutes, the Articles of Incorporation, or these Bylaws may be taken without a meeting, subject to the provisions of Section 78.320 of the Nevada Revised Statutes, if the shareholders who would have been entitled to cast the minimum number of votes which would be necessary to authorize such action at a meeting at which all of the shareholders entitled to vote thereon were present and voting shall consent in writing to such action being taken. Whenever action of the Corporation is so taken, the consents of the shareholders consenting thereto shall be filed with the minutes of proceedings of the shareholders.

Section 13. Voting of Stock By Certain Holders. Shares of common stock of the Corporation registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, a general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing persons, unless some other person who has been appointed to vote such common stock pursuant to a bylaw or a resolution of the board of directors or similar source governing such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution, or agreement, in which event such person may vote such common stock. Any director or other fiduciary may vote stock registered in his or her name as such fiduciary, either in person or by proxy.

Shares of common stock of the Corporation directly or indirectly owned by the Corporation shall not be voted at any meeting of shareholders and shall not be counted in determining the total number of issued and outstanding shares of common stock entitled to be voted at any given time, unless those shares are held by the Corporation in a fiduciary capacity, in which event those shares may be voted and shall be counted in determining the total number of issued and outstanding shares of common stock.

The Board of Directors may adopt, by resolution, a procedure by which a shareholder may certify in writing to the Corporation that any shares of common stock registered in the name of such shareholder are held for the account of a specified person other than such shareholder. Each such resolution shall specify the class of shareholders who may make such certification, the purpose for which such certification may be made, the form of certification and the information to be specified in such certification; if such certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which such certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or appropriate. On receipt of such certification, the person specified in such certification shall be regarded as, for the purposes specified in such certification, the shareholder of record of the common stock specified in such certification in place of the shareholder who makes such certification.

Section 14. Inspectors. At any meeting of shareholders, the chairman of such meeting may, or upon the request of any shareholder shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares of common stock represented at such meeting based upon their determination of the validity and effect of proxies, count all votes, report the results and perform such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders. Each report of an inspector shall be in writing and signed by him or her or by a majority of them, if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors regarding the number of shares of common stock represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 15. Voting by Ballot. Voting on any question or in any election may be viva voce unless the presiding officer shall order, or any stockholder shall demand that voting be by ballot.

ARTICLE III

Board of Directors

Section 1. General Powers. The property, affairs, and business of the Corporation shall be managed by the Board of Directors.

Section 2. Number, Qualifications and Term of Office. The Board of Directors shall consist initially of one (1) member with the exact number of directors to be determined from time to time by the Board of Directors. At any regular meeting or at any special meeting called for that purpose, a majority of the Board of Directors may establish, increase or decrease the number of directors, provided that the tenure of office of a director shall not be affected by any decrease in the number of directors. The directors shall be elected annually at the annual meeting of the shareholders. Each director shall hold office until his or her successor shall have been elected and qualified, until his or her death, until he or she shall have resigned in the manner specified in Section 13 of this Article III, or until he or she shall have been removed in the manner specified in Section 14 of this Article III, whichever shall first occur. Any director elected to fill a vacancy in the Board of Directors shall be deemed elected for the unexpired portion of the term of his or her predecessor on the Board of Directors. Each director, at the time of his or her election, shall be at least eighteen (18) years of age.

Section 3. Nomination of Directors. (a) Only persons who are nominated in accordance with the procedures set forth in this section shall be eligible for election as directors. The Board of Directors, or a duly appointed committee thereof, shall act as a nominating committee for selecting nominees for election as directors. Except in the case of a nominee substituted as a result of the death or incapacity of a nominee of the nominating committee, the nominating committee shall deliver written nominations to the Secretary not less than sixty (60) days nor more than ninety (90) days prior to the appropriate date of the previous meeting of shareholders called for election of directors. Provided such nominating committee makes such nominations, no nominations for directors, except those made by the nominating committee, shall be voted upon at the annual meeting unless other nominations by shareholders are made in accordance with the provisions of this section. No person shall be elected as a director of the Corporation unless nominated in accordance with the procedures set forth in this section. Ballots specifying the names of all persons nominated by the nominating committee and by shareholders shall be provided for use at the annual meeting.

(b) Nominations of persons for election to the Board of Directors of the Corporation at an annual meeting of shareholders may be made by any shareholder entitled to vote for the election of directors at such meeting who complies with the procedures specified in this section. Such nominations, other than those made by the Board of Directors or a nominating committee thereof, shall be made pursuant to timely notice in writing to the Secretary as specified in this section. To be timely, a shareholder’s notice shall be delivered to or received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the appropriate anniversary date of the previous meeting of shareholders of the Corporation called for the election of directors. Each such shareholder’s notice shall specify (1) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (2) a representation that such shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at such meeting to nominate the person or persons specified in the notice; (3) the consent of each nominee to serve as director of the Corporation, if so elected; and (4) the class and number of shares of stock of the Corporation which are beneficially owned by such shareholder on the date of such shareholder’s notice and, to the extent known, by any other shareholders known by such shareholder to be supporting such nominees on the date of such shareholder notice. At the request of the Board of Directors, any person nominated by the Board of Directors, or a nominating committee thereof, for election as a director shall furnish to the Secretary that information required to be specified in a shareholder’s notice of nomination which pertains to the nominee together with the required written consents, each as described herein.

(c) The Board of Directors may reject any nomination by a shareholder not timely made in accordance with the requirements of this section. If the Board of Directors, or a designated committee thereof, determines that the information provided in a shareholder’s notice does not satisfy the informational requirements of this section in any material aspect, the Secretary shall notify such shareholder of the deficiency in the notice. Such shareholder shall have an opportunity to cure the deficiency by providing additional information to the Secretary within such period of time, not to exceed five (5) calendar days from the date such deficiency notice is given to such shareholder, as the Board of Directors or such committee shall reasonably determine. If such deficiency is not cured within such period, or if the Board of Directors or such committee reasonably determines that the additional information provided by such shareholder, together with information previously provided, does not satisfy the requirements of this section in any material respect, the Board of Directors may reject such shareholder’s nomination. The Secretary shall notify a shareholder in writing whether his or her nomination has been made in accordance with the time and informational requirements of this section. Notwithstanding the procedures specified in this section, if neither the Board of Directors nor such committee makes a determination as to the validity of any nominations by a shareholder, the chairman of such annual meeting shall determine and declare at such annual meeting whether the nomination was made in accordance with the terms of this section. If such chairman determines a nomination was made in accordance with the terms of this section, he or she shall so declare at such annual meeting and ballots shall be provided for use at the annual meeting with respect to such nominee. If such chairman determines that a nomination was not made in accordance with the terms of this section, he or she shall so declare at the annual meeting and the defective nomination shall be disregarded.

Section 4. Election of Directors. At each meeting of the shareholders for the election of directors, the directors shall be chosen by a plurality of the votes cast at such election by the holders of shares entitled to vote thereon. The vote for directors is not required to be by ballot, unless demanded by a shareholder entitled to vote therefor at such meeting and before the voting begins.

Section 5. Annual Meetings. The annual meeting of the Board of Directors shall be held in each year immediately after the annual meeting of shareholders, at such place as the Board of Directors from time to time may fix and, if so held, notice of such meeting is not required to be given.

Section 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times as the Board of Directors shall determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at such place at the same hour on the next succeeding business day that is not a legal holiday. Notice of regular meetings is not required to be given.

Section 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President or any one (1) director. Notice of any special meeting shall be given to each director at his or her business or residence address in writing by hand delivery, first-class or overnight mail or courier service, facsimile transmission, electronic transmission, or orally by telephone communication. If mailed by first-class mail, such notice shall be deemed adequately delivered when deposited in the United States mail so addressed, with postage thereon prepaid, at least five (5) calendar days before such meeting. If by overnight mail or courier service, such notice shall be deemed adequately delivered when such notice is delivered to the overnight mail or courier service at least twenty four (24) hours before such meeting. If by hand delivery, facsimile transmission, or electronic transmission, such notice shall be deemed adequately delivered when such notice is transmitted at least twenty four (24) hours before such meeting. If by telephone, such notice shall deemed adequately given if given at least twelve (12) hours prior to the time set for such meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors is required to be specified in the notice of such meeting. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of such meeting in writing, either before or after such meeting.

Section 8. Place of Meeting. Meetings of the Board of Directors may be held at such place or places within or without the State of Nevada as the Board of Directors from time to time may designate.

Section 9. Quorum and Manner of Acting. A majority of the directors shall be required to constitute a quorum for the transaction of business at any meeting. The act of a majority of the directors present at any meeting while a quorum is present shall be an act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum be had. Notice of any adjourned meeting shall be given, in the same manner as notice of special meetings is required to be given, as specified in these Bylaws. The directors shall act only as a board and the individual directors shall have no power as such.

Section 10. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if, prior or subsequent to such action, all members of the Board of Directors or such committee, as the case may be, consent thereto in writing and such written consents are filed with the minutes of the proceedings of the Board of Directors or such committee. Such consent shall have the same effect as a unanimous vote of the Board of Directors or such committee for all purposes and may be specified as such in any certificate or other document.

Section 11. Organization. At each meeting of the Board of Directors, the President or, in his or her absence, a chairman chosen by a majority of the directors present, shall act as chairman. The Secretary, or, in his or her absence, an Assistant Secretary, if any, or, in the absence of the Secretary and the Assistant Secretaries, if any, any person appointed by the chairman, shall act as secretary of such meeting.

Section 12. Order of Business. At all meetings of the Board of Directors business may be transacted in such order as the Chairman of the Board of Directors may determine.

Section 13. Resignation. Any director of the Corporation may resign at any time upon notice given in writing or by electronic transmission to President or to the Secretary; provided, however, in the event such notice is given by electronic transmission, such electronic transmission must either specify or be submitted with information from which it can be determined that such electronic transmission was authorized by the resigning director. The resignation of any director shall be effective at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make such resignation effective.

Section 14. Removal of Directors. Any director may be removed at any time, either with or without cause, by the shareholders at any regular or special meeting of the shareholders, and the vacancy in the Board of Directors caused thereby may be filled by the shareholders at the same meeting.

Section 15. Vacancies. In addition to a vacancy occurring by removal by the shareholders, as contemplated by Section 14 of Article III of these Bylaws, a vacancy in the Board of Directors shall occur upon the happening of any of the following events:

	(a)	a director dies or resigns:

	(b)	the shareholders fail to elect the number of directors authorized to be elected at any meeting of shareholders at which any director is to be elected;

	(c)	the Board of Directors, by resolution, have elected to increase the number of directors;

	(d)	the Board of Directors declare vacant the office of any director for such cause as the Board of Directors may determine; or

	(e)	a vacancy occurs for any other reason.

Any vacancy occurring in the Board of Directors shall be filled by a majority of the remaining members of the Board of Directors, though less than a quorum, and each person so elected shall hold office until the next annual meeting of shareholders and until his or her successor is duly elected and has been qualified.

Section 16. Indemnification of Directors, Officers, Employees and Agents. The Corporation may indemnify each director, officer, employee, and agent of the Corporation, pursuant to the provisions of Section 78.7502 of the Nevada Revised Statutes, as set forth in Article VI of these Bylaws.

Section 17. Loss of Deposits. No director shall be liable for any loss which may occur because of the failure of the bank, trust company, savings and loan association, or other institution with which funds or securities of the Corporation have been deposited.

Section 18. Surety Bonds. Unless required by law, no director shall be obligated to provide any bond or surety or other security for the performance of any of his or her duties.

Section 19. Reliance. Each director, officer, employee and agent of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be fully justified and protected with regard to any act or failure to act in reliance in good faith upon the books of account or other records of the Corporation, upon an opinion of counsel, or upon reports made to the Corporation by any of its officers or employees, advisers, accountants, appraisers or other experts or consultants selected by the Board of Directors or officers of the Corporation, regardless of whether such counsel or expert may also be a director.

Section 20. Rights of Directors. The directors of the Corporation shall have no responsibility to devote their full time to the affairs of the Corporation. Any director of the Corporation, in his or her personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to, or in competition with, those of or relating to the Corporation.

Section 21. Telephonic Meeting. Unless restricted by the Articles of Incorporation, any one or more members of the Board of Directors may participate in a meeting of the Board of Directors by conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other. Participation by such method shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number. The officers of the Corporation shall be a President, a Treasurer, and a Secretary, and, in the discretion of the Board of Directors, one or more Vice Presidents, and such other officers as determined by the Board of Directors, in its sole discretion, to be appropriate.

Section 2. Election, Qualifications, and Terms of Office. The officers shall be elected annually by the Board of Directors. Each officer shall hold office until his or her successor shall have been elected and qualified, or until his or her earlier death, resignation, or removal in the manner specified in these Bylaws. Any person may hold more than one office.

Section 3. Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the President, or the Secretary. Unless otherwise specified in such written notice, such resignation shall be effective upon receipt of the notice thereof by the Board of Directors or any such officer.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

Section 5. The President. The President shall be the chief executive officer of the Corporation. Subject to the direction of the Board of Directors, the President shall have general charge of the business affairs and property of the Corporation and general supervision of its officers and agents. If present, the President shall preside at all meetings of shareholders and at all meetings of the Board of Directors. The President shall see that all orders and resolutions of the Board of Directors are performed. The President may sign, with any other authorized officer share certificates of the Corporation, the issuance of which shall have been duly authorized, and may sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts, agreements, and other instruments duly authorized by the Board of Directors, except in those situations when the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent. From time to time, the President shall report to the Board of Directors all matters within his or her knowledge which the interests of the Corporation may require to be brought to its attention. The President shall also perform such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors.

Section 6. The Secretary. The Secretary shall (a) record all the proceedings of the meetings of the shareholders and Board of Directors in a book or books to be kept for that purpose; (b) cause all notices to be duly given in accordance with the provisions of these Bylaws or as required by statute; (c) be custodian of the records and of the seal of the Corporation and cause such seal to be affixed to all certificates representing shares of the Corporation prior to the issuance thereof and to all instruments the execution of which on behalf of the Corporation under its seal shall have been duly authorized; (d) see that the lists, books, reports, statements, certificates, and other documents and records required by statute are properly kept and filed; (e) have charge of the share record books of the Corporation and cause the same to be kept in such manner as to specify, at any time, the number of shares of the Corporation issued and outstanding stock, the names and addresses of the holders of record thereof, the number of shares held by each, and the date when each became such holder of record; (f) perform the duties required of him or her pursuant to Section 9 of Article II of these Bylaws; (g) sign (unless the Treasurer shall sign) certificates representing shares of the Corporation’s stock, the issuance of which shall have been duly authorized; and (h) in general, perform all duties incident to the office of Secretary and such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors or the President.

Section 7. The Treasurer. The Treasurer shall (a) have charge of and supervision over and by responsible for the funds, securities, receipts, and disbursements of the Corporation; (b) cause the funds and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies, or with such bankers or other depositories, as shall be selected in accordance with Section 3 of Article V of these Bylaws, or to be otherwise dealt with in such manner as the Board of Directors may direct; (c) cause the funds of the Corporation to be disbursed by checks or drafts upon the authorized depositories of the Corporation and cause to be taken and preserved proper vouchers for all funds disbursed; (d) provide to the Board of Directors or the President, whenever requested, a statement of the financial condition of the Corporation and of all his or her transactions as Treasurer; (e) cause to be kept, at the principal office of the Corporation or at such other office (within or without the State of Nevada) as shall be designated by the Board of Directors, correct books of account of all of the Corporation’s business and transactions; (f) sign (unless the Secretary shall sign) certificates representing shares of the Corporation’s stock, the issuance of which shall have been duly authorized; and (g) in general, perform all duties incident to the office of Treasurer and such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors or the President.

Section 8. The Vice Presidents. At the request of the President, any Vice President shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the President. Any Vice President may also sign, with any other authorized officer, share certificates of the Corporation, the issuance of which shall have been duly authorized, and may sign and execute in the name of the Corporation, deeds, mortgages, bonds, contracts, agreements, and other instruments duly authorized by the Board of Directors, except in those situations when the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent. Each Vice President shall perform such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors or the President.

Section 9. Other Officers. In the event the Board of Directors determines that it is appropriate for the Corporation to have one or more officers other than the President, Secretary, Treasurer, and one or more Vice Presidents, each such other officer shall perform those duties as are from time to time assigned to him or her by the Board of Directors or the President.

Section 10. Salaries. The salaries of the officers of the Corporation shall be determined from time to time by the Board of Directors. No officer shall be prevented from receiving such salary because he or she is, also, a director of the Corporation.

Section 11. Surety Bonds. In the event the Board of Directors shall so require, any officer or agent of the Corporation shall execute a bond to the Corporation, in such amount and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful discharge of his or her duties.

ARTICLE V

Contracts and Financial Matters

Section 1. Execution of Contracts. The President, subject to the approval of the Board of Directors, may enter into, execute, and deliver any document, agreement, or other instrument in the name and on behalf of the Corporation. Such authorization may be general or restricted to specific instances.

Section 2. Checks and Drafts. All checks, drafts, or other orders for the payment of money and all notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers or agent or agents of the Corporation as shall be authorized to do so from time to time by resolution of the Board of Directors.

Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may select or as may be selected by any officer or officers or agent or agents authorized so to do by the Board of Directors. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositaries shall be made in such manner as the Board of Directors from time to time may determine.

Section 4. General and Special Bank Accounts. The Board of Directors may authorize the opening and maintaining of general and special bank accounts with such banks, trust companies, or other depositaries as the Board of Directors may designate and may make such special rules and regulations with respect thereto, not inconsistent with the provisions of these Bylaws, as the Board of Directors may deem expedient.

Section 5. Loans. No loans or advances shall be made for or on behalf of the Corporation and no negotiable paper shall be issued in its name, unless and except as authorized by the Board of Directors. Such authorization may be general or restricted to specific instances. Any authorized officer or agent of the Corporation may affect loans and advances for the Corporation, and for such loans and advances may make, execute, and deliver promissory notes, bonds, or other evidences of indebtedness of the Corporation. Any authorized officer or agent of the Corporation may pledge, hypothecate, or transfer, as security for the payment of any and all loans, advances, indebtedness, and liabilities of the Corporation, any and all stocks, bonds, other securities, and other personal property at any time held by the Corporation and, for that purpose, may endorse, assign, and deliver the same and do every act and thing necessary or appropriate in connection therewith.

Section 6. Proxies. Proxies to vote with respect to shares of stock of other corporations owned by or held in the name of the Corporation may be executed and delivered from time to time on behalf of the Corporation by such person or persons as shall be authorized from time to time by the Board of Directors.

ARTICLE VI

Indemnification and Insurance

Section 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any pending, threatened, or contemplated civil, criminal, administrative, or arbitration action, litigation, or proceeding, or any appeal therein or any inquiry or investigation which could result in such action, litigation, or proceeding (“proceeding”), because of his or her being or having been a director, officer, employee, or agent of the Corporation or of any constituent corporation merged with and into the Corporation in a consolidation or merger or because of his or her being or having been a director, officer, trustee, employee, or agent of any other corporation (domestic or foreign) or of any partnership, joint venture, sole proprietorship, trust, employee benefit plan, or such enterprise (whether or not for profit), serving as such at the request of the Corporation or of any such constituent corporation, or the legal representative of any such director, officer, trustee, employee, or agent, shall be indemnified and held harmless by the Corporation to the most complete extent permitted by the Nevada Revised Statutes, as the same exists or may hereafter be amended (but, in the event of any such amendment, only to the extent that such amendment permits the Corporation to provide more indemnification rights than the Nevada Revised Statutes permitted prior to such amendment), from and against any and all reasonable costs, disbursements, and attorney’s fees, and any and all amounts paid or incurred in satisfaction of settlements, judgments, fines, and penalties, incurred or suffered in connection with any such proceeding, and such indemnification shall continue as to a person who has ceased to be a director, officer, trustee, employee, or agent and shall inure to the benefit of his or her heirs, executors, administrators, and assigns; provided, however, that, except as provided in Section 2 of this Article VI, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was specifically authorized by the Board of Directors. The right to indemnification specified in this Article VI shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in connection with any proceeding in advance of the final disposition of such proceeding as authorized by the Board of Directors; provided, however; that, if the Nevada Revised Statutes so requires, the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon receipt by the Corporation of an undertaking, by or on behalf of such director, officer, employee, or agent, to repay all amounts so advanced unless it shall ultimately be determined that such person is entitled to be indemnified pursuant to this article or otherwise.

Section 2. Right of Claimant to Commence Litigation. If a claim made pursuant to Section 1 of this Article VI is not paid completely by the Corporation within thirty (30) calendar days after a written request has been received by the Corporation, the claimant may, at any time thereafter, apply to a court for an award of indemnification by the Corporation for the unpaid amount of the claim and, if successful on the merits or otherwise in connection with any proceeding or in the defense of any claim, issue, or matter therein, the claimant shall also be entitled to be paid by the Corporation for any and all expenses incurred or paid in connection with such proceeding. It shall be a defense to any such action (other than an action brought to enforce a claim for the advancement of expenses incurred in connection with any proceeding when the required undertaking, if any, has been tendered to the Corporation) that such claimant has not satisfied the standard of conduct which makes it permissible pursuant to the Nevada Revised Statutes for the Corporation to indemnify such claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such proceeding that indemnification of such claimant is proper in the circumstances because he or she has satisfied the applicable standard of conduct specified in the Nevada Revised Statutes, nor an actual determination by the Corporation (including its Board of Directors, its independent legal counsel, or its shareholders) that such claimant has not satisfied such applicable standard of conduct, nor the termination of any proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall be a defense to the action or create a presumption that such claimant has not satisfied the applicable standard of conduct.

Section 3. Nonexclusivity of Rights. The right to indemnification and advance of expenses pursuant to this Article VI shall not exclude or be exclusive of any other rights to which any person may be entitled pursuant to the Articles of Incorporation, these Bylaws, any agreement, vote of shareholders, or otherwise; provided, however, that no indemnification shall be made to or on behalf of such person, if a judgment or other final adjudication adverse to such person establishes that such person has not satisfied the applicable standard of conduct required to be satisfied pursuant to the Nevada Revised Statutes.

Section 4. Insurance. The Corporation may purchase and maintain insurance on behalf of any director, officer, employee, or agent of the Corporation, or of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any expenses incurred in any proceeding and against any liabilities asserted against him or her because of such person’s being or having been such a director, officer, employee, or agent, whether or not the Corporation would have the power to indemnify such person against such expenses and liabilities pursuant to the provisions of this Article VI, or otherwise.

ARTICLE VII

Shares and Transfer

Section 1. Share Certificates. Every holder of shares of the Corporation’s stock shall be entitled to have a certificate, signed by the President or a Vice president and either the Treasurer or the Secretary, certifying the number of such shares owned by him or her. In the event that any officer of the Corporation who has signed any such certificate shall cease to be such officer, for whatever cause, before such certificate shall have been delivered by the Corporation, such certificate shall be deemed to have been adopted by the Corporation, unless the Board of Directors shall otherwise determine prior to the issuance and delivery thereof, and may be issued and delivered as though the person who signed it had not ceased to be such officer of the Corporation. Certificates representing shares of the Corporation’s stock shall be in such form as shall be approved by the Board of Directors. There shall be entered upon the share record books of the Corporation, at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the shares represented thereby, the number of shares, and the date of issuance thereof. Every certificate exchanged or returned to the Corporation shall be marked “cancelled” with the date of cancellation.

Section 2. Share Record Books. The share record books and the blank share certificate books shall be kept by the Secretary, or by any officer or agent designated by the Board of Directors.

Section 3. Addresses of Shareholders. Each shareholder shall designate to the Secretary of the Corporation an address at which notices of meetings and all other corporate notices may be served, delivered, or mailed to such shareholder and, if any shareholder shall fail to designate such address, all corporate notices (whether served or delivered by the Secretary, another shareholder, or any other person) may be served upon such shareholder by mail directed to him or her at his or her last known address.

Section 4. Transfers of Shares. Transfers of shares of the Corporation’s stock shall be made on the books of the Corporation by the holder of record thereof or by his or her authorized attorney by a power of attorney duly executed in writing and filed with the Secretary and on surrender of the certificate or certificates representing such shares. The Corporation shall be entitled to treat the holder of record of any shares as the absolute owner thereof for all purposes and, accordingly, shall not be obligated to recognize any legal, equitable, or other claim to or interest in such shares by any other person, whether or not he or she shall have express of other notice thereof, except as otherwise expressly provided by statute; provided, however, that whenever any transfer of shares shall be made for collateral or security purposes only, written notice thereof shall be given to the Secretary, such fact shall be expressed in the entry of the transfer. Notwithstanding anything to the contrary specified in these Bylaws, the Corporation shall not be required or permitted to make any transfer of shares of the Corporation’s stock which, if made, would violate the provisions of any agreement restricting the transfer of shares of the Corporation’s stock to which the Corporation shall be a party; provided, however, that the restriction upon the transfer of the shares represented by any share certificate shall be specified or referred to upon the certificate.

Section 5. Rules and Regulations. Subject to the provisions of this Article VIII, the Board of Directors may make such rules and regulations as it may deem expedient concerning the issuance, transfer, and registration of certificates for shares of the Corporation’s stock.

Section 6. Lost, Destroyed, and Mutilated Certificates. The holder of any shares of the Corporation’s stock shall immediately notify the Corporation of any loss, destruction, or mutilation of the certificate therefor and the Board of Directors, in its discretion, may cause to be issued to him or her a new certificate or certificates upon surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction. The Board of Directors, in its discretion, may require the owner of the lost or destroyed certificate or his or her legal representative to give the Corporation a bond, in such amount (not exceeding twice the value of such shares) and with such surety or sureties as it may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate.

Section 7. Determination of Record Dates. The Board of Directors shall have the power to determine in advance a date, not more than sixty (60) calendar nor less than ten (10) calendar days, preceding the date of any meeting of shareholders, the date for the payment of any dividend or allotment of any right, the date when any change, conversion, or exchange of shares shall go into effect, or for the purpose of any other action, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting, entitled to receive payment of any such dividend or allotment of any right, entitled to exercise the rights in respect to any such change, conversion, or exchange of shares, or entitled to participate in or be entitled to the benefit of any such other action. Whenever a record date has been so determined, only shareholders of record on such date shall be entitled to notice of and to vote at such meeting, to receive payment of any such dividend or allotment of any right, to exercise such rights in respect to any such change, conversion, or exchange of shares, or to participate in or be entitled to the benefit of any such other action.

Section 8. Refusal to Register Transfer of Certain Securities. The Corporation shall not register any transfer of securities issued by the Corporation in any transaction for which the Corporation relied on that certain exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, specified by the provisions of Regulation S, unless such transfer is made in accordance with the provisions of Regulation S.

ARTICLE VIII

Dividends and Surplus

Subject to any restrictions imposed by statute, the Board of Directors, in its discretion, may determine and vary the amount of the working capital of the Corporation and determine what, if any, dividends shall be declared and paid to the shareholders from the surplus of the Corporation. The Board of Directors, in its discretion, may use and apply any surplus in purchasing or acquiring any of the shares of the Corporation’s stock in accordance with law or any of its bonds, debentures, or other obligations or from time to time may set aside from such surplus such amount or amounts as it, in its absolute discretion, may deem proper as a reserve fund to pay contingencies or for dividends, for the purpose of maintaining or increasing the property or business of the Corporation, or for any other purposes it may deem consistent with the best interest of the Corporation. All such surplus, until actually declared as dividends or used and applied as specified in this article, shall be deemed to be so set aside by the Board of Directors for one or more of those purposes.

ARTICLE IX

Corporation Seal

The Corporation may have a corporate seal which shall be in circular form, shall bear the name of the Corporation and the words and figures denoting its organization pursuant to the laws of the state of Nevada and the year thereof and otherwise may be in such form as shall be approved by the Board of Directors.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall be determined by the Board of Directors.

ARTICLE XI

Amendments

All Bylaws of the Corporation shall be subject to amendment, alteration, or repeal, and new Bylaws not inconsistent with any provision of the Articles of Incorporation or any provision of law may be made, by the shareholders or by the Board of Directors, except as otherwise expressly required by statute. Any Bylaw adopted, amended, or repealed by the shareholders may be amended or repealed by the Board of Directors, unless the resolution of the shareholders adopting such Bylaw expressly reserves the right to amend or repeal it only to the shareholders.

ARTICLE XII

Force and Effect

These Bylaws are subject to the provisions of the Nevada Revised Statutes and the Articles of Incorporation, as the same may be amended from time to time. If any provision in these Bylaws is inconsistent with an express provision of either of the Nevada Revised Statutes or the Articles of Incorporation, the provision of the Nevada Revised Statutes or the Articles of Incorporation, as the case may be, shall govern, prevail and control the extent of such inconsistency.

ARTICLE XIII

Waiver of Notice

Whenever any notice is required to be given pursuant to the Articles of Incorporation or these Bylaws or pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting is required to be specified in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except when such person attends a meeting for the express purpose of objecting to the transaction of any business because such meeting is not lawfully called or convened.

EXHIBIT 14.1

WHISTLEBLOWER POLICY

PROCEDURES FOR RECEIPT OF COMPLAINTS AND SUBMISSIONS

RELATING TO ETHICAL CONDUCT BULLYING, HARASSMENT AND

ACCOUNTING MATTERS

1 | Page

T A B L E O F C O N T E N T S

1

INTRODUCTION

2

2

REPORTING RESPONSIBILITY

2

3

NO RETALIATION AND ACTING IN GOOD FAITH

2

4

REPORTING PROCEDURES

3

5

COMPLIANCE OFFICER

4

6

CHANGES TO CONTACT PERSONNEL

7

HANDLING OF REPORTED VIOLATIONS

5

8

INVESTIGATION OF REPORTED VIOLATIONS

6

9

SCHEDULE ‘A’

7

1 INTRODUCTION

nDivision Inc. (the “Corporation”) expects directors, officers, employees and key consultants (being, those who are engaged in an employee-like capacity) (collectively, “Personnel”) of the Corporation to take all responsible steps to prevent violations of its Code of Business Conduct and Ethics (the “Code”), to identify and raise potential issues before they lead to problems, and to seek additional guidance when necessary.

These Procedures are designed to provide an atmosphere of open communication for compliance issues and to ensure that Personnel acting in good faith have the means to report actual or potential violations.

2 REPORTING RESPONSIBILITY

If any Personnel observe or become aware of an actual or potential violation of the Code or of any applicable law or regulation (including securities laws and regulations), whether committed by Personnel or by others associated with the Corporation (for example, external parties with whom the Corporation has contracted), it is his/her responsibility to promptly report the circumstances as outlined herein and to cooperate with any investigation by the Corporation.

It is also the responsibility of Personnel who have concerns regarding questionable accounting, internal financial controls or auditing matters to report such concerns in accordance with the procedures outlined herein.

Examples of issues to be reported are set out in Schedule “A” to these Procedures.

3 NO RETALIATION AND ACTING IN GOOD FAITH

The Corporation prohibits Personnel from retaliating or taking adverse action against anyone for raising suspected conduct violations or helping to resolve a conduct concern. Any individual who has been found to have engaged in retaliation against any of the Corporation’s Personnel for raising, in good faith, a conduct concern or for participating in the investigation of such a concern may be subject to discipline, up to and including termination of employment or other business relationship. If any individual believes that he or she has been subjected to such retaliation, that person is encouraged to report the situation as soon as possible to one of the people identified in the "Reporting Procedures" section below.

Anyone filing a complaint concerning a violation or suspected violation of the Code, or reporting concerns relating to accounting and auditing matters must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense, and may be subject to legal and civil action in addition to employment review.

2 | Page

4 REPORTING PROCEDURES

For assistance with compliance matters or clarification as to the way to report actual or potential compliance infractions, Personnel should contact the Chief Financial Officer or the Chair of the Audit Committee of the Board of Directors of the Corporation.

All Compliance matters

Personnel or External parties with direct knowledge of the violation or fraud concern may submit reports of alleged violations of this Code in writing on a confidential basis to the Chair of the Corporation’s Audit Committee (the “Audit Committee”) through submitting a Fraud Alert Email through the email alert system location on the Company website: nDivision.com.

In reporting any actual or potential violation of the Code, an individual should provide, to the extent possible, such relevant documents to support the allegations being made, such as e-mails, handwritten notes, photographs, or physical evidence.

Any report of actual or potential violation of the Code should include, at a minimum the following information:

· the names of the parties involved.

· any witnesses to the incident(s).

· the location, date, and time of the incident(s).

· details about the incident (behaviour and/or words used).

· any additional details that would help with an investigation.

Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously.

3 | Page

5 COMPLIANCE OFFICER

As at the date hereof, the Corporation’s Compliance Officer can be contacted as outlined below:

Brad Wiggins

214-272-2148

E-mail: bwiggins@ndivision.com

Mail: nDivision Inc. 4925 Greenville Ave, Ste 200, Dallas TX 75206

Any future changes to the Compliance Officer can be found on www.ndivision.com and anonymous ways to report any Company violations.

The Compliance Officer shall report to the Audit Committee as frequently as such Compliance Officer deems appropriate, but in any event no less frequently than on a quarterly basis at the quarterly meeting of the Audit Committee called to approve interim and annual financial statements of the Corporation.

The Compliance Officer will keep any reported violations confidential and that the identity of employees making complaints or submissions shall be kept confidential and shall only be communicated to the the Chair of the Audit Committee.

6 HANDLING OF REPORTED VIOLATIONS

Upon receipt of a report from the Chair of the Audit Committee, or the Compliance Officer, the Audit Committee (as applicable) shall discuss the report and take such steps as that committee of the Corporation’s Board of Directors (the “Board”) may deem appropriate. At a minimum, the Audit Committee, as applicable, should initiate an investigation of the alleged violation(s). Additional steps could include, if appropriate:

·
Advising the alleged subject of the report; and

· Considering a review and revisions to workplace procedures to prevent any future violations of the Code.

Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

The Compliance Officer or Chair of the Audit Committee (as applicable) shall retain a record of a complaint or submission received for a period of six years following resolution of the complaint or submission.

Any complaint about a member of the Audit Committee shall be considered by the Board, with the person accused recused from any discussion in connection with the complaint.

4 | Page

7 INVESTIGATION OF REPORTED VIOLATIONS

Following the receipt of any complaints submitted hereunder, the the Audit Committee, will investigate each matter so reported and recommend corrective disciplinary actions to the Board, if appropriate, up to and including termination of employment.

At a minimum, investigations will:

· be undertaken promptly and diligently, and be as thorough as necessary, given the circumstances.

· be fair and impartial, providing both the complainant and respondent equal treatment in evaluating the allegations.

· be sensitive to the interests of all parties involved, and maintain confidentiality.

· be focused on finding facts and evidence, including interviews of the complainant, respondent, and any witnesses.

· incorporate, where appropriate, any need or request from the complainant or respondent for assistance during the investigation process.

5 | Page

8 SCHEDULE ‘A’

Examples of Matters to be Reported

· Fraud, Theft

· Accounting irregularities, Financial Statement Disclosure issues

· Non-compliance with Internal Accounting Controls

· Workplace violence, related to an executive

· Substance abuse, related to an executive

· Discrimination, Bullying and Harassment, related to an executive

· Falsification of company Records

· Conflicts of Interest

· Release of proprietary information

· Safety/Security violations

· Malicious property damage

· Violations of securities laws (including insider trading)

· Breaches of other applicable laws (environmental, employment, health and safety laws)

· Ethics violations

6 | Page

EXHIBIT 14.2

CODE OF BUSINESS CONDUCT AND

ETHICS

TABLE OF CONTENTS

Contents

1

INTRODUCTION

1.1

PURPOSE

2

1.2

RESPONSIBILITIES AND BEHAVIORS

2

1.3

SUPER VISORY RESPONSIBILITY

2

1.4

SEEKING HELP AND INFORMATION

3

1.5

REPORTING VIOLATIONS OR SUSPECTED VIOLATIONS

3

1.6

INVESTIGATIN GREPORTS

3

1.7

POLICY AGAINST RETALIATION

4

1.8

WAIVERS OF CODE

4

2

CONFLICTS OF INTEREST

2.1

IDENTIFYING POTENTIAL CONFLICTS OF INTEREST

4

2.2

DISCLOSING CONFLICTS OF INTEREST

6

2.3

RESOLVING CONFLICTS OF INTEREST

6

3

BUSINESS ENTERTAINMENT, MEALS , AND GIFTS

7

4

CONFIDENTIAL INFORMATION

8

5

COMPETITION AND FAIR DEALING

5.1

RELATIONSHIPS WITH CUSTOMERS

8

5.2

RELATIONSHIPS WITH SUPPLIERS

9

5.3

RELATIONSHIPS WITH COMPETITORS

9

6

PROTECTION AND USE OF COMPANY ASSETS

9

7

COMPANY RECORDS

10

8

POLITICAL CONTRIBUTIONS AND ACTIVITIES

10

9

COMPLIANCE WITH LAWS

9.1

ANTI - BRIBERY

11

9.2

EXPORT CONTROL

11

9.3

ANTITRUS

12

9.4

INSIDER TRADING

13

10

ACCURACY OFFINANCIAL REPORTS

14

11

PUBLIC COMMUNICATIONS

15

12

CONCLUSION

15

1
INTRODUCTION

1.1 PURPOSE

This Code of Business Conduct and Ethics (“Code”) contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. In many cases, the Company has adopted specific written policies to implement various provisions of this Code. To the extent this Code or those policies require a higher standard than required by commercial practice or applicable laws, we adhere to the higher standard.

This Code applies to all of our directors, officers and employees. Except where otherwise noted, all

persons covered by this Code are referred to as “Company employees” or simply “employees.”

1.2 RESPONSIBILITIES AND BEHAVIORS

The Company is committed to the highest ethical standards in the conduct of its business and therefore the integrity of each employee, officer, and director is of paramount importance. All employees, officers, and directors are accountable for their actions and must conduct themselves with the utmost integrity. As part of conducting business ethically, employees, officers, and directors must conduct business in strict observance of all applicable federal, state, and local laws and regulations as set forth by those bodies that regulate the Company’s business, and those that regulate public companies, such as the Securities and Exchange Commission. Persons who act unethically or violate this Code and supplementing written policies may be subject to disciplinary action, up to and including termination or removal, and, if applicable, referral to the appropriate authorities for prosecution.

As a representative of the Company, your responsibility is to act ethically and with the highest level of integrity. Employees who violate the law or this Code may expose themselves to substantial civil damages, criminal fines and prison. The Company may also face substantial fines and penalties and many incur damage to its reputation and standing in the community. If you are unclear about the appropriate response to a particular situation, it is your responsibility to use all the resources available to you to seek guidance. One point should be clear: each employee, officer, and director is individually responsible for his or her own actions.

1.3 SUPERVISORY RESPOSIBILITY

It is incumbent upon supervisors to take every opportunity to model behaviors consistent with our core values and this Code. If you are a supervisor, you are expected to demonstrate the highest standards of ethical conduct by encouraging open and honest discussions of the ethical, legal, and regulatory implications of business decisions, and by creating an open and supportive environment where your employees are comfortable asking questions, raising concerns and reporting misconduct. You should also ensure that everyone under your supervision clearly understands the legal and ethical expectations of the Company, including all aspects of the Code, policies and applicable laws. You must also work with the Human Resources department when you become aware of any suspected violations of this Code.

1.4 SEEKING HELP AND INFORMATION

This Code is not intended to be a comprehensive rulebook and cannot address every situation that you may face. If you feel uncomfortable about a situation or have any doubts about whether it is consistent with the Company’s ethical standards, seek help. We encourage you to contact your supervisor for help first. If your supervisor cannot answer your question or if you do not feel comfortable contacting your supervisor, contact the Human Resources department or the Chief Financial Officer.

1.5 REPORTING VOLATIONS OR SUSPECTED VIOLATIONS

The Company is committed to establishing and maintaining an effective process for employees, officers, and directors to report, and for the Company to respond to and correct, any type of misconduct. All employees, officers, and directors have a continuing responsibility and duty to report any known or suspected violation of this Code, including any violation of the laws, rules, regulations or policies that apply to the Company. If you know of or suspect a violation of this Code, immediately report the conduct to your supervisor, or the Company’s Human Resources department. Your supervisor or the Human Resources department will contact the proper legal counsel, who will work with you and your supervisor to investigate your concern. If you do not feel comfortable reporting the conduct to your supervisor or you do not get a satisfactory response, you may contact the Company’s Human Resources department or the proper legal counsel directly.

While providing your identity may assist the Company in addressing your questions or concerns, please note that if you choose, you may remain anonymous and will not be required to reveal your identity.

1.6 INVESTIGAT INGREPORTS

All reports of known or suspected violations will be handled sensitively and with discretion. Your supervisor, the Human Resources department, the Chief Financial Officer and the Company will protect your confidentiality to the extent possible, consistent with law and the Company’s need to investigate your concern. During an investigation of suspected violations, you are required to cooperate fully in the investigation, and must take certain steps to do so. You must be honest and forthcoming at all times during an investigation, must provide investigators with full, accurate, timely, and truthful information, and must not interfere or obstruct the investigation. You may not discuss an investigation with others unless authorized to do so. Failure to take any of these steps during an investigation is a violation of this Code.

Any person accused of violating this Code will be given an opportunity to present his or her version of the events prior to any determination that a violation has occurred, or any Company decision regarding the appropriate discipline.

1.7 POLICY AGAINST RETALIATION

The Company prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. If you report an actual or suspected violation by another, you will not be subject to discipline or retaliation of any kind for making a report in good faith. Any reprisal or retaliation

against an employee because the employee, in good faith, sought help or filed a report will be subject to disciplinary action, including potential termination of employment.

1.8 WAIVERS OF CODE

Only the proper legal counsel, approved by the entire Board of Directors may waive provisions of this Code for employees (unless legally required). Any waiver of this Code for our directors, executive officers or principal financial officers may be made only by our Board of Directors or an appropriate committee of our Board of Directors and will be disclosed to the public as required by law or the rules of the NASDAQ Stock Market.

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CONFLICTS OF INTEREST

2.1 IDENTIFYING POTENTIAL CONFLICTS OF INTEREST

The Company’s reputation may be impaired by conflicting relationships or activities. A conflict of interest can occur when an employee’s private interest interferes, or reasonably appears to interfere, with the interests of the Company. You must conduct your outside associations and personal business, financial, and other relationships in a manner that avoids any conflict of interest, or appearance of a conflict of interest, between yourself and the Company. You must avoid any private interest that influences your ability to act in the interests of the Company or that makes it difficult to perform your work objectively and effectively. The term “outside association” includes any affiliation, association, interest, relationship, or employment that you have with anyone other than the Company. Further, you must not give the appearance of Company representation in any of your personal affairs.

It is impractical to conceive and set forth rules that cover every situation in which a conflict of interest may arise. The following is not an exhaustive list of problem areas, but rather a guide in applying the Company’s basic conflict of interest policy to any situation.

· Employment Relationships. A conflict of interest may arise when you or a member of your immediate family holds a position as an employee, officer or director of an entity with which the Company has or is likely to have a business relationship, or with which the Company competes or is likely to compete. No employee or officer should accept employment with any entity that is a customer, supplier or competitor of the Company. You must also report when a family member has a relationship with an entity with which the Company has or is likely to have a business relationship or with which the Company competes or is likely to compete.

· Improper Personal Benefits. You may not obtain any improper personal benefits or favors because of your position with the Company.

· Financial Interests. You should not have a financial interest (ownership or otherwise) in any company that is a customer, supplier or competitor of the Company, unless pre-approved by the proper legal counsel. Generally, a significant financial interest will not be permitted except in exceptional circumstances. Significant financial interest means (i) ownership of greater than 1% of the equity of a customer, supplier or competitor or (ii) an investment in a customer, supplier or competitor that represents more than 5% of the total assets of the employee making the investment.

· Corporate Opportunities. You are prohibited from taking advantage of an opportunity to engage in a business activity in which the Company has an actual interest or a reasonable expectation of an interest.

· Use of Company Assets. You are prohibited from using Company assets to pursue personal interests.

· Loans or Other Financial Transactions. You should not obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, the Company or any company that is a customer, supplier or competitor of the Company. This guideline does not prohibit arms-length transactions with banks, brokerage firms or other financial institutions.

·
Service on Boards and Committees. You should not serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests reasonably would be expected to conflict with those of the Company.

· Actions of Family Members. The actions of family members outside the workplace may also give rise to the conflicts of interest described above because they may influence an employee’s objectivity in making decisions on behalf of the Company. For purposes of this Code, “family members” include your spouse or life-partner, parents, children and siblings, whether by blood, marriage or adoption, and anyone residing in your home.

· Related Party Transactions Policy. For officers and directors, the Company has also adopted a Related Party Transactions Policy, which has additional guidelines applicable to conduct as an officer or director. If you are an officer or director, you are required to adhere to the terms of the Related Party Transactions Policy.

2.2 DISCLOSING CONFLICTS OF INTEREST

While it is incumbent on each employee to act in a manner at all times that is in the best interests of the Company, and avoid conflicts of interest, the Company recognizes that from time to time, situations may occur in which a conflict or appearance of a conflict of interest is unavoidable. The Company requires that employees disclose any situations that reasonably would be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it to the Company. If you are an employee, you must report it to the Vice President of your department, the Human Resources department, or the proper legal counsel. If you are an officer, you must report the matter to the proper legal counsel, and if you are a director, to the Audit Committee. If you are an employee, your Vice President or the Human Resources department will coordinate with the proper legal counsel to review the matter and resolve it as necessary.

2.3 RESOLVING CONFLICTS OF INTEREST

When a conflict or appearance of a conflict of interest occurs, or is reasonably likely to occur, the Company is committed to resolving the situation in a way that protects the best interests of the Company. Such resolution can take many forms, such as requiring the employee to recuse himself or herself from participating in a particular matter, reassigning duties, or additional measures designed to ensure that the best interests of the Company are not compromised by the conflict of interest. In all cases, conflicts of interest must be handled in an ethical manner; meaning they must be fully disclosed and considered prior to being resolved. Human Resources or the proper legal counsel, as applicable, will handle all questions of conflicts of interest, including coordinating with the Audit Committee as necessary. Conflicts may be permitted only after full disclosure has been made, the Company (or the Audit Committee, as appropriate) has given prior written approval, and the employee has agreed to adhere to any safeguards put into place to ensure that the best interests of the Company are fully protected in the situation in question. Conflicts of interest resulting from a violation of this Code may also be subject to discipline.

3 BUSINESS ENTERTAINMENT, MEALS, AND GIFTS

The Company recognizes that occasional exchanges of business courtesies between vendors, suppliers, and our employees, such as entertainment, meals, or gifts, can be helpful in building and maintaining business relationships. However, you should exercise extreme caution when accepting offers of entertainment, meals or gifts, as regular or excessive entertainment, meals or gifts can easily create a conflict or appearance of a conflict of interest, and irreparably damage your reputation and the reputation of the Company. Generally, entertainment and gifts must have a clear business purpose and should benefit the Company by building trust and goodwill in the business relationship. Participating in entertainment such as meals, sports events, golf outings, and celebration functions, etc. with our business partners is acceptable provided the entertainment with the same partner is infrequent, in good taste, in moderation, and not extravagant. Similarly, gifts should be of only nominal value (generally less than $100), infrequent, in good taste, in moderation, and not extravagant. Efforts should also be made so that even when a clear business purpose has been established, the costs for the entertainment or meals are shared, or reciprocated when appropriate and possible. In no event should you ever solicit offers of entertainment, meals or gifts, and similarly, you must never accept entertainment, meals or gifts if there is no clear business purpose, or if such acceptance would create or appear to create a conflict of interest.

Attending supplier sponsored conferences, seminars, and entertainment events where air travel, hotel, or other accommodations are provided, creates more serious concerns. Your participation in events where the sponsor provides both business and entertainment activities is acceptable when your participation is important to the business of the Company. You should not attend these events if it does not serve a significant business purpose for the Company or could cause, or appear to cause, you to favor that supplier over others. If you are invited by suppliers to attend conferences, seminars, or entertainment events where the supplier pays for air travel or other accommodations, you must obtain prior approval from an appropriate senior executive.

Likewise, when interacting with customers and vendors, you are expected to adhere to the policies and procedures established by those entities concerning meals, entertainment and gifts.

If you receive an offer for entertainment or meals that do not accord with these standards, you should politely decline. Similarly, gifts that do not accord with these standards should be returned, with an explanation that the Company’s standards do not permit the employee to retain the gift. The Company, as well as the employee’s supervisor, may also put additional limits and policies in place with respect to entertainment, meals and gifts, including appropriate documentation and notice and approval requirements.

4
CONFIDENTIAL INFORMATION

Employees have access to a variety of confidential information as a result of their relationship with the Company. Confidential information includes but is not limited to all non-public information of the Company, or its customers or suppliers, and personally identifiable information of employees, or persons associated with the Company’s business partners. You must safeguard all confidential information of the Company or third parties with which the Company conducts business, except when disclosure is authorized or legally mandated. Your obligation to protect confidential information continues after you leave the Company. Unauthorized disclosure of confidential information could cause competitive harm to the Company or its business partners and could result in legal liability to you and the Company.

Any questions or concerns regarding whether disclosure of Company information is legally mandated should be promptly referred to the Chief Executive Office of Chief Financial Officer.

5
COMPETITION AND FAIR DEALING

All employees should endeavor to deal fairly with fellow employees and with the Company’s customers, suppliers and competitors. Employees should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

5.1 RELATIONSHIPS WITH CUSTOMERS

Our business success depends upon our ability to foster lasting customer relationships. The Company is committed to dealing with customers fairly, honestly, and with integrity. Specifically, you should keep the following guidelines in mind when dealing with customers:

· Information we supply to customers should be accurate and complete to the best of our knowledge. Employees should not deliberately misrepresent information to customers.

· Employees should not refuse to sell the Company’s products or services simply because a customer is buying products or services from another supplier.

· Customer entertainment should not exceed reasonable and customary business practice.

· Employees should not provide entertainment or other benefits that could be viewed as an inducement to, or a reward for, customer purchase decisions.

5.2 RELATIONSHIPS WITH SUPPLIERS

The Company deals fairly and honestly with its suppliers. This means that our relationships with suppliers are based on price, quality, service and reputation, among other factors. Employees dealing with suppliers should carefully guard their objectivity. Specifically, you should not accept or solicit any personal benefit from a supplier or potential supplier that might compromise, or appear to compromise, your objective assessment of the supplier’s products and prices.

5.3 RELATIONSHIPS WITH COMPETITORS

The Company is committed to free and open competition in the marketplace. You should avoid actions that would be contrary to laws governing competitive practices in the marketplace, including federal and state antitrust laws. Such actions include misappropriation and/or misuse of a competitor’s confidential information or making false statements about the competitor’s business and business practices. For a further discussion of appropriate and inappropriate business conduct with competitors, see “Compliance with Laws: Antitrust” below.

6 PROTECTION AND USE OF COMPANY ASSETS

Employees should protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability. The use of Company funds or assets for any unlawful or improper purpose is prohibited.

To ensure the protection and proper use of the Company’s assets, you should:

· Exercise reasonable care to prevent theft, damage or misuse of Company property.

· Report the actual or suspected theft, damage or misuse of Company property to a supervisor.

· Use the Company’s telephone system, other electronic communication services, written materials and other property for business-related purposes.

· Safeguard all electronic programs, data, communications and written materials from inadvertent access by others.

· Use Company property only for legitimate business purposes, as authorized in connection with your job responsibilities.

You should also be aware that Company property includes all data and communications transmitted or received to or by, or contained in, the Company’s electronic or telephonic systems. Company property also includes all written communications. Employees and other users of this property should have no expectation of privacy with respect to these communications and data. To the extent permitted by law, the Company has the ability, and reserves the right, to monitor all electronic and telephonic communication. These communications may also be subject to disclosure to law enforcement or government officials.

7 COMPANY RECORDS

Accurate and reliable records are crucial to our business. Our records are the basis of our earnings statements, financial reports and other disclosures to the public and guide our business decision-making and strategic planning. Company records include booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.

All Company records must be complete, accurate and reliable in all material respects. Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited. You are also responsible for understanding and complying with record keeping policies as established by the Company from time to time. Ask your supervisor if you have any questions.

8 POLITICAL CONTRIBUTIONS AND ACTIVITIES

The Company encourages its employees to participate in the political process as individuals and on their own time. However, federal and state contribution and lobbying laws severely limit the contributions the Company can make to political parties or candidates. It is Company policy that Company funds or assets are not be used to make a political contribution to any political party or candidate, unless prior approval has been given by the proper legal counsel.

The following guidelines are intended to ensure that any political activity you pursue complies with this policy:

	·	Contribution of Funds. You may contribute your personal funds to political parties or candidates. The Company will not reimburse you for personal political contributions.

	·	Volunteer Activities. You may participate in volunteer political activities during non-work time. You may not participate in political activities during work time.

	·	Use of Company Facilities. The Company’s facilities should not be used for political activities (including fundraisers or other activities related to running for office). The Company may make its facilities available for limited political functions, including speeches by government officials and political candidates, with the approval of the proper legal counsel.

	·	Use of Company Name. When you participate in political affairs, you should be careful to make it clear that your views and actions are your own, and not made on behalf of the Company. For instance, Company letterhead should not be used to send out personal letters in connection with political activities.

These guidelines are intended to ensure that any political activity you pursue is done voluntarily and on your own resources and time. Please contact the Human Resource Department if you have any questions about this policy.

9
COMPLIANCE WITH LAWS

Each employee has an obligation to comply with all laws, rules and regulations applicable to the Company. These include, without limitation, laws covering bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. You are expected to understand and comply with all laws, rules and regulations that apply to your job position. If any doubt exists about whether a course of action is lawful, you should seek advice from your supervisor or the Human Resource Department, which will contact the proper legal counsel, if necessary.

9.1 ANTI - BRIBERY

The Company’s anti-bribery prohibition is simple: No employee, officer or director may offer a bribe nor receive a bribe, under any circumstances. The Company maintains an Anti-Bribery Policy, which contains other prohibitions and requirements, for example: reporting of red flag events, restricting hiring of foreign agents and reporting of any violations of the Company’s Anti-Bribery Policy.

If there are any questions regarding the Company’s Anti-Bribery Policy, you should contact the Human Resources department.

9.2 EXPORT CONTROL

Various U.S. Government agencies maintain lists that identify individuals or entities barred or restricted from entering into certain types of transactions with U.S. persons. to the Company must ensure that the Company does not engage in a transaction with a barred entity or person. All employees have an obligation to notify the Company’s Human Resources department if any person with whom they are engaging on behalf of the Company are identified on any of these lists. If in doubt, contact the Legal department or Human Resources department for more information on screening to ensure compliance. A consolidated screening list can be found at http://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern.

Similarly, various countries are subject to comprehensive United States economic sanctions and trade embargoes, and the Company is prohibited from engaging in transactions that result in any goods, technology or monies being diverted to any customer or end user in Cuba, Iran, North Korea, or Sudan. From time to time the United States also has limited sanctions pertaining to other countries (e.g. Russia, Syria and Libya), so it is important to check if any party to a proposed Company transaction is from a country for which the United States has imposed complete embargoes or partial sanctions. When in doubt, discuss any potential transaction with the Legal department. Detailed country-by-country information about these trade sanctions is available at: http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

9.3 ANTITRUST

Antitrust laws of the U.S. and other countries are designed to protect consumers and competitors against unfair business practices and to promote and preserve competition. Our policy is to compete vigorously and ethically while complying with all antitrust, monopoly, competition or cartel laws in all countries, states or localities in which the Company conducts business.

In general, U.S. antitrust laws forbid agreements or actions “in restraint of trade.” All employees should be familiar with the general principles of the U.S. antitrust laws. The following is a summary of actions that are violations of U.S. antitrust laws:

· Price Fixing. The Company may not agree with its competitors to raise, lower or stabilize prices or any element of price, including discounts and credit terms.

· Limitation of Supply. The Company may not agree with its competitors to limit its production or restrict the supply of its services.

· Allocation of Business. The Company may not agree with its competitors to divide or allocate markets, territories or customers.

· Boycott. The Company may not agree with its competitors to refuse to sell or purchase products from third parties. In addition, the Company may not prevent a customer from purchasing or using non-Company products or services.

· Tying. The Company may not require a customer to purchase a product that it does not want as a condition to the sale of a different product that the customer does wish to purchase.

Employees should exercise caution in meetings with competitors. Any meeting with a competitor may give rise to the appearance of impropriety. As a result, if you are required to meet with a competitor for any reason, you should obtain the prior approval of the CEO, who will contact the proper legal counsel, if necessary. You should try to meet with competitors in a closely monitored and controlled environment for a limited period of time. The contents of your meeting should be fully documented. Specifically, you should avoid any communications with a competitor regarding:

			·
			·	Costs;
			·	Market share;
			·	Allocation of sales territories;
			·	Profits and profit margins;
			·	Supplier’s terms and conditions;
			·	Product or service offerings;
			·	Terms and conditions of sale;
			·	Facilities or capabilities;
			·	Bids for a particular contract or program;
			·	Selection, retention or quality of customers; or
			·	Distribution methods or channels.

Employees should also be cautious when attending meetings of professional organizations and trade associations at which competitors are present. Attending meetings of professional organizations and trade associations is both legal and proper, if such meetings have a legitimate business purpose. At such meetings, you should not discuss pricing policy or other competitive terms, plans for new or expanded facilities or any other proprietary or competitively sensitive information.

Violations of antitrust laws carry severe consequences and may expose the Company and employees to substantial civil damages, criminal fines and, in the case of individuals, prison terms. Whenever any doubt exists as to the legality of a particular action or arrangement, it is your responsibility to contact the CEO or CFO, who will contact the proper legal counsel promptly for assistance, approval and review.

9.4
INSIDER TRADING

The laws against insider trading are specific and complex. The Company also maintains extensive policies concerning insider trading designed to help the Company and an employee comply with the laws on insider trading. Employees are responsible for reading and complying with these policies. As a guideline, employees are prohibited from trading in the stock or other securities of the Company while in possession of material, nonpublic information about the Company. In addition, Company employees are prohibited from recommending, “tipping” or suggesting that anyone else buy or sell stock or other securities of the Company on the basis of material, nonpublic information. Company employees who obtain material nonpublic information about another company in the course of their employment are prohibited from trading in the stock or securities of the other company while in possession of such information or “tipping” others to trade on the basis of such information. Violation of insider trading laws can result in severe fines and criminal penalties, as well as disciplinary action by the Company, up to and including termination of employment.

Information is “non-public” if it has not been made generally available to the public by means of a press release or other means of widespread distribution. Information is “material” if a reasonable investor would consider it important in a decision to buy, hold or sell stock or other securities. As a rule of thumb, any information that would affect the value of stock or other securities should be considered material. Examples of information that is generally considered “material” include:

· Financial results or forecasts, or any information that indicates a company’s financial results may exceed or fall short of forecasts or expectations;

· Important new products or services;

· Pending or contemplated acquisitions or dispositions, including mergers, tender offers or joint venture proposals;

· Possible management changes or changes of control;

· Pending or contemplated public or private sales of debt or equity securities;

· Acquisition or loss of a significant customer or contract;

· Significant write-offs;

· Initiation or settlement of significant litigation; and

· Changes in the Company’s auditors or a notification from its auditors that the Company may no longer rely on the auditor’s report.

Any questions about information you may possess or about any dealings you have had in the Company’s securities should be promptly brought to the attention of the CFO.

10 ACCURACY OF FINANCIAL REPORTS

As a public company we are subject to various securities laws, regulations and reporting obligations. Both federal law and our policies require the disclosure of accurate and complete information regarding the Company’s business, financial condition and results of operations. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.

Employees working in financial, public relations and legal roles have a special responsibility to ensure that all of our financial disclosures are full, fair, accurate, timely and understandable. If you work in such a capacity, you are expected to understand and strictly comply with generally accepted accounting principles and all standards, laws and regulations for accounting and financial reporting of transactions, estimates and forecasts.

11 PUBLIC COMMUNICATIONS

The Company places a high value on its credibility and reputation in the community. What is written or said about the Company in the news media and investment community directly impacts our reputation, positively or negatively. Our policy is to provide timely, accurate and complete information in response to public requests (media, analysts, etc.), consistent with our obligations to maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of market-sensitive financial data. In addition, the Company is required to periodically make public certain information about itself, and file regular reports concerning its financial and operational performance. The Company also from time to time may choose to issue information of interest to its shareholders or the general public. The Company is committed to ensuring that its communications are truthful, meaningful, consistent, and in compliance with all laws.

To ensure compliance with its standards and its legal obligations, the Company limits the persons who may speak on behalf of the Company, and has extensive procedures in place to review and approve all public communications. You should direct all news media or other public requests for information regarding the Company to the Company’s media relations personnel. The media relations personnel will work with you and the appropriate Company departments to evaluate and coordinate a response to the request. Only persons designated by the Company to speak on its behalf are authorized to disclose information about the Company. Similarly, even when designated as authorized to speak for the Company, an employee should never disseminate any information that has not been pre-approved for release.

Company employees who regularly interact with the media, the securities market, investors or the general public also have a special responsibility to understand and comply with specific laws regarding disclosure, including but not limited to Regulation Fair Disclosure. Contact the Chief Financial Officer if you have any questions about the scope or application of the laws applicable to your job responsibilities, including Regulation FD.

12 CONCLUSION

This Code of Business Conduct and Ethics contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If you are faced with making a challenging decision regarding a particular situation, you are not alone. There are many resources available to help resolve ethical questions or concerns. If you have any questions, you may contact:

	·	Your immediate supervisor;

	·	Other supervisors or management personnel;

	·	The Human Resources department;

	·	Chief Financial Officer

We expect all Company employees to adhere to these standards.

EXHIBIT 99.1

NDIVISION INC.

CHARTER OF THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS

October 15, 2019

I. PURPOSE

The Audit Committee (the “Committee”) will consist of a majority of independent directors and is appointed by the Board of Directors (the “Board”) of nDivision, Inc. (the “Corporation”) to assist the Board in fulfilling its oversight responsibilities relating to financial accounting and reporting process and internal controls for the Corporation. The Committee’s primary duties and responsibilities are to:

	·	conduct such reviews and discussions with management and the independent auditors relating to the audit and financial reporting as are deemed appropriate by the Committee;

	·	assess the integrity of internal controls and financial reporting procedures of the Corporation and ensure implementation of such controls and procedures;

	·	ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel;

	·	review the quarterly and annual financial statements and management’s discussion and analysis of the Corporation’s financial position and operating results and report thereon to the Board for approval of same;

	·	select and monitor the independence and performance of the Corporation’s outside auditors (the “Independent Auditors”), including attending at private meetings with the Independent Auditors and reviewing and approving all renewals or dismissals of the Independent Auditors and their remuneration; and;

	·	provide oversight to related party transactions entered into by the Corporation.

The Committee has the authority to conduct any investigation appropriate to its responsibilities, and it may request the Independent Auditors as well as any officer of the Corporation, or outside counsel for the Corporation, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee. The Committee shall have unrestricted access to the books and records of the Corporation and has the authority to retain, at the expense of the Corporation, special legal, accounting, or other consultants or experts to assist in the performance of the Committee’s duties. The Committee shall review and assess the adequacy of this Charter annually and submit any proposed revisions to the Board for approval. In fulfilling its responsibilities, the Committee will carry out the specific duties set out in Part III of this Charter.

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II. AUTHORITY OF THE AUDIT COMMITTEE

The Committee shall have the authority to:

(a) engage independent counsel and other advisors as it determines necessary to carry out its duties;

(b) set and pay the compensation for advisors employed by the Committee; and

(c) communicate directly with the internal and external auditors.

III. COMPOSITION AND MEETINGS

1. The Committee and its membership shall meet all applicable legal and listing requirements, including, without limitation, those of any applicable Exchange, and all applicable securities regulatory authorities.

2. The Committee shall be composed of three or more directors as shall be designated by the Board from time to time. The members of the Committee shall appoint from among themselves a member who shall serve as Chair.

3. At least one member of the Committee shall be a “financial expert” (as defined by applicable securities laws and regulations).

4. The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as circumstances dictate or as may be required by applicable legal or listing requirements. A minimum of two of the members of the Committee present either in person or by telephone shall constitute a quorum.

5. If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the adjourned meeting a quorum as hereinbefore specified is not present within one hour of the time appointed for such adjourned meeting, such meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the second adjourned meeting a quorum as hereinbefore specified is not present, the quorum for the adjourned meeting shall consist of the members then present.

6. If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all of its powers and responsibilities so long as a quorum remains in office.

7. The time and place at which meetings of the Committee shall be held, and procedures at such meetings, shall be determined from time to time by, the Committee. A meeting of the Committee may be called by letter, telephone, facsimile, email or other communication equipment, by giving at least 48 hours notice, provided that no notice of a meeting shall be necessary if all of the members are present either in person or by means of conference telephone or if those absent have waived notice or otherwise signified their consent to the holding of such meeting.

8. Any member of the Committee may participate in the meeting of the Committee by means of conference telephone or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be deemed, for purposes hereof, to be present in person at the meeting.

9. The Committee shall keep minutes of its meetings which shall be submitted to the Board. The Committee may, from time to time, appoint any person who need not be a member, to act as a secretary at any meeting.

10. The Committee may invite such officers, directors and employees of the Corporation and its subsidiaries as it may see fit, from time to time, to attend at meetings of the Committee.

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11. The Board may at any time amend or rescind any of the provisions hereof, or cancel them entirely, with or without substitution.

12. Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the Committee called for such purpose. Actions of the Committee may be taken by an instrument or instruments in writing signed by all of the members of the Committee, and such actions shall be effective as though they had been decided by a majority of votes cast at a meeting of the Committee called for such purpose. All decisions or recommendations of the Audit Committee shall require the approval of the Board prior to implementation.

IV.
RESPONSIBILITIES

A. Financial Accounting and Reporting Process and Internal Controls

1. The Committee shall review the annual audited financial statements to satisfy itself that they are presented in accordance with applicable accounting standards and report thereon to the Board and recommend to the Board whether or not same should be approved prior to their being filed with the appropriate regulatory authorities. The Committee shall also review and approve the interim financial statements. With respect to the annual and interim financial statements, the Committee shall discuss significant issues regarding accounting principles, practices, and judgments of management with management and the Independent Auditors as and when the Committee deems it appropriate to do so. The Committee shall satisfy itself that the information contained in the annual audited financial statements is not significantly erroneous, misleading or incomplete and that the audit function has been effectively carried out.

2. The Committee shall review management’s internal control report and the evaluation of such report by the Independent Auditors, together with management’s response.

3. The Committee shall review the financial statements, management’s discussion and analysis relating to annual and interim financial statements, annual and interim earnings press releases and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws before the Corporation publicly discloses this information.

4. The Committee shall be satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements, other than the public disclosure referred to in subsection (3), and periodically assess the adequacy of these procedures.

5. The Committee shall meet no less frequently than annually with the Independent Auditors and the Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, to review accounting practices, internal controls and such other matters as the Committee, Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, deems appropriate.

6. The Committee shall inquire of management and the Independent Auditors about significant risks or exposures, both internal and external, to which the Corporation may be subject, and assess the steps management has taken to minimize such risks.

7. The Committee shall review the post-audit or management letter containing the recommendations of the Independent Auditors and management’s response and subsequent follow-up to any identified weaknesses.

8. The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel.

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9. The Committee shall establish procedures for:

(a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and

(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

10. The Committee shall provide oversight to related party transactions entered into by the Corporation.

B. Independent Auditors

1. The Committee shall be directly responsible for the selection, appointment, compensation and oversight of the Independent Auditors and the Independent Auditors shall report directly to the Committee.

2. The Committee shall be directly responsible for overseeing the work of the external auditors, including the resolution of disagreements between management and the external auditors regarding financial reporting.

3. The Committee shall pre-approve all audit and non-audit services not prohibited by law to be provided by the Independent Auditors.

4. The Committee shall monitor and assess the relationship between management and the Independent Auditors and monitor, confirm, support and assure the independence and objectivity of the Independent Auditors. The Committee shall establish procedures to receive and respond to complaints with respect to accounting, internal accounting controls and auditing matters.

5. The Committee shall review the Independent Auditor’s audit plan, including scope, procedures and timing of the audit.

6. The Committee shall review the results of the annual audit with the Independent Auditors, including matters related to the conduct of the audit, and receive and review the auditor’s interim review reports.

7. The Committee shall obtain timely reports from the Independent Auditors describing critical accounting policies and practices, alternative treatments of information within applicable accounting principles that were discussed with management, their ramifications, and the Independent Auditors’ preferred treatment and material written communications between the Corporation and the Independent Auditors.

8. The Committee shall review fees paid by the Corporation to the Independent Auditors and other professionals in respect of audit and non-audit services on an annual basis.

9. The Committee shall review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former auditors of the Corporation.

10. The Committee shall monitor and assess the relationship between management and the external auditors, and monitor and support the independence and objectivity of the external auditors.

C. Other Responsibilities

The Committee has primary responsibilities and authority to oversee all existing and potential risks to the Company. These include financial, cybersecurity, technological, and other business-related risks. The Committee shall be briefed by Management of potential risk(s), shall evaluate all relevant circumstances, and provide recommendations to the Board regarding appropriate actions for remediating such risks.

The Committee shall perform any other activities consistent with this Charter and governing law, as the Committee or the Board deems necessary or appropriate.

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EXHIBIT 99.2

NDIVISION INC.

CHARTER OF THE COMPENSATION COMMITTEE

OF THE BOARD OF DIRECTORS

October 15, 2019

I. ROLE AND OBJECTIVE

The Compensation Committee (the “Committee”) is appointed by and reports to the board of directors (the “Board”) of nDivision, Inc. (the “Corporation”). The Committee shall assist the Board in discharging the Board’s oversight responsibilities relating to the attraction, compensation, evaluation and retention of key employees, and in particular the Chief Executive Officer (the “CEO”) and other senior managers, with the skills and expertise needed to enable the Corporation to achieve its goals and strategies at fair and competitive compensation and appropriate performance incentives.

The Committee and its membership shall to the best of its ability, knowledge and acting reasonably, meet all applicable legal, regulatory and listing requirements, including, without limitation, those of any stock exchange on which the Corporation’s shares are listed, the federal laws of the United States applicable therein, and the laws of the States of Texas and Nevada, if applicable, and all applicable securities regulatory authorities.

II. COMPOSITION

	·	The Committee shall consist of three or more directors, all of who shall qualify as “independent” (as under other applicable securities laws and exchange requirements).

	·	Members of the Committee shall be appointed at a meeting of the Board, typically held immediately after the annual shareholders’ meeting. Each member shall serve until his/her successor is appointed unless he/she shall resign or be removed by the Board or he/she shall otherwise cease to be a director of the Corporation. Any member may be removed or replaced at any time by the Board.

	·	Where a vacancy occurs at any time in the membership of the Committee, it may be filled by a vote of a majority of the Board.

	·	The Chair of the Committee (the “Chair”) may be designated by the Board or, if it does not do so, the members of the Committee may elect a chair by vote of a majority of the full Committee membership. The Chair of the Committee shall be an independent director (as described above).

	·	If the Chair of the Committee is not present at any meeting of the Committee, one of the other members of the Committee present at the meeting shall be chosen by the Committee to preside.

	·	The Chair presiding at any meeting shall not have a casting vote.

	·	The Committee shall appoint a secretary (the “Secretary”) who need not be a member of the Committee or a director of the Corporation. The Secretary shall keep minutes of the meetings of the Committee. This role may be filled by the Secretary of the Corporation.

	·	The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.

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III.

MEETINGS

	·	The Committee shall meet at least semi-annually at the request of the Chair. In addition, any director may call a meeting.

	·	The Chair of the Committee, or his or her designee, shall prepare and/or approve an agenda in advance of each meeting.

	·	Notice of the time and place of every meeting may be given orally, in writing, by facsimile or by e-mail to each member of the Committee at least 48 hours prior to the time fixed for such meeting.

	·	A member may in any manner waive notice of the meeting. Attendance of a member at the meeting shall constitute waiver of notice of the meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.

	·	Any member of the Committee may participate in the meeting of the Committee by means of conference telephone or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be deemed, for purposes hereof, to be present in person at the meeting.

	·	A majority of Committee members, present in person, by videoconference, by telephone or by a combination thereof, shall constitute a quorum.

	·	If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the adjourned meeting a quorum as hereinbefore specified is not present within one hour of the time appointed for such adjourned meeting, such meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the second adjourned meeting a quorum as hereinbefore specified is not present, the quorum for the adjourned meeting shall consist of the members then present.

	·	If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all of its powers and responsibilities so long as a quorum remains in office.

	·	At all meetings of the Committee, every question shall be decided by a majority of the votes cast. In case of an equality of votes, the matter will be referred to the Board for decision. Any decision or determination of the Committee reduced to writing and signed by all of the members of the Committee shall be fully as effective as if it had been made at a meeting duly called and held.

	·	The CEO is expected to be available to attend meetings, but a portion of every meeting will be executive session, reserved for in camera discussion without the CEO, or any other member of management, being present. The CEO must not be present during voting or deliberations in connection with compensation of the CEO.

	·	The Committee may by specific invitation have other resource persons in attendance, including such officers, directors and employees of the Corporation and its subsidiaries, and other persons as it may see fit.

	·	The Committee shall have the right to determine who shall and who shall not be present at any time during a meeting of the Committee.

	·	Minutes of Committee meetings shall be sent to all Committee members.

	·	The Chair of the Committee shall report periodically the Committee’s findings, activities and recommendations to the Board.

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IV. RESOURCES AND AUTHORITY

	·	The Committee shall have access to such officers and employees of the Corporation and its subsidiaries and to such information with respect to the Corporation and its subsidiaries as it considers being necessary or advisable in order to perform its duties and responsibilities.

	·	The Committee shall have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors and resources, as it deems advisable, at the expense of the Corporation.

	·	The Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or senior executive officer compensation and shall have the sole authority to approve the consultant’s fees, to be paid for by the Corporation, and other retention terms.

V.	RESPONSIBILITIES

A Chair

To carry out its oversight responsibilities, the Chair of the Committee shall undertake the following:

	·	Provide leadership to the Committee with respect to its functions as described in this Charter and as otherwise may be appropriate, including overseeing the logistics of the operations of the Committee;

	·	Chair meetings of the Committee (unless not present, including in camera sessions), and reports to the Board following each meeting of the Committee on the findings, activities and any recommendations of the Committee;

	·	Ensure that the Committee meets on a regular basis and at least twice per year;

	·	In consultation with the Committee members, establish a calendar for holding meetings of the Committee;

	·	Establish the agenda for each meeting of the Committee, with input from other Committee members, and any other parties as applicable;

	·	Ensure that Committee materials are available to any director on request;

	·	Act as liaison and maintain communication with the Chair and the Board (or Lead Director, if an individual other than the Chair) and the Board to optimize and coordinate input from Board members, and to optimize the effectiveness of the Committee. This includes reporting to the full Board on all proceedings and deliberations of the Committee at the first meeting of the Board after each Committee meeting and at such other times and in such manner as the Committee considers advisable;

	·	Report annually to the Board on the role of the Committee and the effectiveness of the Committee role in contributing to the objectives and responsibilities of the Board as a whole;

	·	Ensure that the members of the Committee understand and discharge their duties and obligations;

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	·	Foster ethical and responsible decision-making by the Committee and its individual members;

	·	Together with the Corporate Nominating and Governance Committee, oversee the structure, composition, membership and activities delegated to the Committee from time to time;

	·	Ensure that resources and expertise are available to the Committee so that it may conduct its work effectively and efficiently and pre-approve work to be done for the Committee by consultants;

	·	Facilitate effective communication between members of the Committee and management;

	·	Encourage Committee members to ask questions and express viewpoints during meetings;

	·	Attend each meeting of shareholders to respond to any questions from shareholders as may be put to the Chair; and

	·	Perform such other duties and responsibilities as may be delegated to the Chair by the Board from time to time.

B The Committee

To carry out its oversight responsibilities, the Committee shall undertake the following:

	·	Annually review and approve corporate goals and objectives relevant to the CEO and other senior executive officers’ compensation, evaluate the performance of the CEO and each senior executive officer’s performance in light of those goals and objectives, and recommend to the Board for approval the compensation level for the CEO and each senior executive officer based on this evaluation. In determining such compensation, the Committee will consider the Corporation’s performance and relative shareholder return and the compensation of CEOs and senior executive officers at comparable companies. Additionally, the Committee may consider input from the CEO on senior executive compensation, but the CEO may not provide input with respect to his or her own compensation;

	·	Review and approve the perquisites and supplemental benefits granted to the CEO and senior executive officers;

	·	Annually review the compensation guidelines that are in place for all employees of the Corporation, in general and specifically when deemed necessary, in order to ensure the fairness and appropriateness of the compensation of all employees, including incentive compensation plans and equity-based plans;

	·	Administer and make recommendations to the Board regarding the adoption, amendment or termination of the Company’s incentive compensation plans and equity-based plans (including specific provisions) in which the CEO and senior executive officers may participate;

	·	Ensure that all necessary shareholder and regulatory approvals have been obtained for equity-based compensation plans;

	·	Recommend to the Board compensation and expense reimbursement policies for directors;

	·	Review and approve employment agreements, severance arrangements and change in control agreements and other similar arrangements for the CEO and senior executive officers;

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	·	Compare on an annual basis the total remuneration (including benefits) and the main components thereof for the senior executive officers with the remuneration practices in the same industry;

	·	Establish levels of director compensation, including retainers, meeting fees, equity-based plans and other similar components of director compensation for Board approval, based on reviews of director compensation of comparable companies;

	·	Review and recommend to the Board for its approval disclosure regarding executive and director compensation in the management proxy circular and in any offering documents prior to their public release;

	·	Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Corporate Nominating and Governance Committee for its approval;

	·	Review and make recommendations to the Board on the number and frequency of stock option grants to employees; and

	·	Perform any other activities consistent with this Charter and governing law, as the Committee or the Board deems necessary or appropriate.

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EXHIBIT 99.3

NDIVISION INC.

CHARTER OF THE NOMINATION AND GOVERNANCE COMMITTEE

OF THE BOARD OF DIRECTORS

October 15, 2019

I. ROLE AND OBJECTIVE

The Nominating and Governance Committee (the “Committee”) is appointed by and reports to the Board of Directors (the “Board”) of nDivision Inc. (the “Corporation”). It has been established to (i) establish criteria for Board membership and corporate officer qualifications (ii) identify and recommend qualified individuals to become Board members, Board committee members, and officers of the Company (iii) lead the Board in monitoring the performance of the Chief Executive Officer (the “CEO”), and other senior Corporation management, insuring that the Corporation has the skills and expertise needed to enable the Corporation to achieve its goals, performance and strategies, including proper succession planning (iv) oversee the corporate governance of the Company, including the development, recommendation and review of corporate governance guidelines for the Company (iv) review corporate governance trends (v) oversee the annual review of the Board’s performance.

II. COMPOSITION

The Committee shall consist of at least three members. Each Committee member shall have no material relationship with the Company and shall, in the Board’s judgment, meet the independence requirements of the NASDAQ Stock Exchange. The Board shall designate one Committee member as the Committee’s chair. Members of the Committee shall be appointed annually by the Board and shall serve at the pleasure of the Board.

No person may be made a member of the Committee if such service on the Committee would violate any restriction on service imposed by any rule or regulation of the United States Securities and Exchange Commission or any securities exchange or market on which shares of the Company’s common stock are traded.

III. MEETINGS, OPERATIONS, SUPPORT, AND DELEGATION

The Committee shall adhere to the following operating requirements:

1. The Committee shall meet at least once a year, or more often as circumstances require. The Committee may meet in person, by telephone conference call, or by any other means permitted by law or the Company’s bylaws. Without a meeting, the Committee may act by unanimous written consent of all members.

2. A majority of the members of the Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of members present at a meeting at which a quorum is present.

3. The Committee shall maintain written minutes of its meetings which shall be filed with the books and records of the Company. The Committee shall report the significant actions of the Committee to the Board with such recommendations, as the Committee deems appropriate.

4. The Committee may establish its own rules of procedure, which shall be consistent with the bylaws of the Company and this Charter.

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5. The Committee may invite to its meetings any non-management Director that is not a member of the Committee. Additionally, the Committee may invite to its meetings any officer of the Company or such other person, as it deems appropriate in order to carry out its responsibilities.

6. The Committee has the sole authority to retain any independent search or other consultants to be used to identify potential director and/or corporate officer nominees, and to terminate any such search, in its sole discretion, and has sole authority to approve related fees and other retention provisions.

7. The Committee shall have direct access to, and complete and open communication with, the Company’s management and may obtain advice and assistance from internal legal, accounting or other advisors to assist it. The Committee may retain independent legal, accounting or other advisors to assist it, and may determine compensation for such advisors, and the Company shall be responsible for any costs or expenses so incurred.

8. The Committee may delegate specific responsibilities to one or more individual Committee members and/or one or more subcommittees all or any portion of the Committee’s authority, duties and responsibilities to the extent permitted by law, regulation, listing standards, and the governing documents of the Company.

IV. AUTHORITY AND RESPONSIBILITIES

The Committee shall have the following authority and responsibilities:

1. The Committee will annually propose to the Board a slate of nominees for election by the shareholders and prospective director candidates in the event of the resignation, death, removal or retirement of directors or a change in Board composition requirements.

2. The Committee will develop a matrix of the skills and experience most critical to the Corporation’s success, and use this matrix to continually match the qualifications of current and potential directors to the Corporation’s needs.

3. The Committee will evaluate the suitability of potential nominees for membership on the Board, taking into consideration the Board’s current composition, including expertise; gender, cultural and geographical diversity; and the general qualifications of the potential nominees, including: (i) courage, integrity and honesty (ii) the ability to exercise sound, mature and independent business judgment (iii) recognized leadership in business or professional activity (iv) a background and experience which will complement the talents of the other Board members (v) willingness and capability to take the time to actively participate in Board and Committee meetings and related activities (vi) ability to work professionally and effectively with other Board members and nDivision management (vii) availability to remain on the Board and its Committees long enough to make an effective contribution (viii) absence of material relationships with competitors or other third parties that could present realistic possibilities of conflict of interest or legal issues (ix) ability to work congenially and collaboratively with board colleagues. The Committee will ensure that all necessary and appropriate inquiries are made into the backgrounds and qualifications of such candidates.

4. The Committee will lead the search for individuals qualified to become Board members for recommendation to the Board, including evaluating persons recommended by other Directors, management, and stockholders. All potential nominees must first be considered and recommended by the Committee before being formally considered by the Board. The Committee will conduct searches for, interview, evaluate and review the backgrounds of, prospective Board member candidates.

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5. The Committee will develop, periodically review, and recommend to the Board the criteria for Board membership, including the skills, experience and other qualities required for effective functioning of the Board.

6. The Committee will assist the Board with its determination of the independence of its members.

7. The Committee will consider the resignation of a director and inform the Board as to whether or not it recommends that the Board accept the resignation.

8. The Committee will develop and periodically review criteria for the evaluation of incumbent Board members. The Committee shall evaluate the qualifications and performance of incumbent Board members and decide whether to recommend them for re-election.

9. The Committee will recommend to the Board for its approval the slate of officers for the Company, and will recommend to the Board for its approval the membership of the Board’s committees. In nominating a director for a committee membership, the Committee shall take into consideration the factors set forth in that committee’s charter, if any.

10. The Committee will review periodically the size and composition of the Board and Committees, and recommend to the Board changes as appropriate. The Committee will monitor the Board size and composition to ensure that a majority of directors are “independent directors” within the meaning of any laws, rules and regulations applicable to the Company.

11. The Committee will monitor trends, changes in law and listing standards, as well as best practices in corporate governance, and to periodically review the Board’s corporate governance guidelines and recommend changes as it deems appropriate in those guidelines, in the corporate governance provisions of the Company’s By-Laws, and in the policies and practices of the Board in light of such trends, changes and best practices as appropriate. The Committee shall have oversight over the Company’s corporate governance guidelines and policies governing the Board as they relate to matters concerning the selection of individuals to serve on the Board.

12. The Committee will periodically review the Company’s Ethics and Compliance Program, including significant compliance allegations with the Company’s General Counsel and/or whoever in management is responsible for Compliance, each of who will have the authority to communicate directly with the Committee about actual and alleged violations of law or of the Company’s Code of Conduct. The Committee will oversee the Corporation’s Code of Conduct and policies and procedures for monitoring compliance.

13. The Committee will review shareholder proposals relating to governance matters and management’s proposed response to such proposals.

14. The Committee will oversee and approve the process and guidelines for the annual evaluation of the performance and effectiveness of the Independent Lead Director, the Board, and its committees, including the communication of the results of such evaluations to the full Board. The Committee will oversee the annual evaluation of the Board and report to the Board.

15. The Committee may periodically recommend to the Board changes to the size of any committee or to the Board’s committee structure.

16. The Committee will annually review and make recommendations to the Board regarding new Director orientation and Director continuing education on governance issues.

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17. The Committee will periodically review with the Board committee rotation practices. The Committee will recommend to the Board, as needed, the formation of ad hoc committees of the Board to deal with specific issues, as well as the membership and chairs of ad hoc committees, and for the assignment of specific tasks to individual members of the Board.

18. The Committee will advise the Board on succession planning.

19. The Committee will periodically review the Board’s leadership structure, recommend changes to the Board as appropriate, and make recommendations to the Board’s independent Directors regarding the appointment and duties of the lead independent director.

20. The Committee will review the director compensation program, as necessary and appropriate, and recommend changes to the Board. The Committee is also responsible for reviewing the Company’s directors and officer’s insurance.

21. The Committee will review and approve related person transactions in accordance with the Company’s Related Person Transactions policy and associated disclosure. Report approved related person transactions to the Board.

22. As it determines appropriate, the Committee will consider matters regarding social responsibility and environmental and sustainability matters and make recommendations to the Board regarding, or take action with respect to, such matters.

23. The Committee will have such other authority, duties or responsibilities as may be delegated to the Committee by the Board.

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Exhibit No.		Description
3.1		Bylaws
14.1		Whistleblower Policy
14.2		Code of Business Conduct
99.1		Audit Committee Charter
99.2		Compensation Committee Charter
99.3		Nomination and Governance committee Charter

1	INTRODUCTION	2
2	REPORTING RESPONSIBILITY	2
3	NO RETALIATION AND ACTING IN GOOD FAITH	2
4	REPORTING PROCEDURES	3
5	COMPLIANCE OFFICER	4
6	CHANGES TO CONTACT PERSONNEL
7	HANDLING OF REPORTED VIOLATIONS	5
8	INVESTIGATION OF REPORTED VIOLATIONS	6
9	SCHEDULE ‘A’	7

1	INTRODUCTION

	nDivision Inc. (the “Corporation”) expects directors, officers, employees and key consultants (being, those who are engaged in an employee-like capacity) (collectively, “Personnel”) of the Corporation to take all responsible steps to prevent violations of its Code of Business Conduct and Ethics (the “Code”), to identify and raise potential issues before they lead to problems, and to seek additional guidance when necessary.

	These Procedures are designed to provide an atmosphere of open communication for compliance issues and to ensure that Personnel acting in good faith have the means to report actual or potential violations.

2	REPORTING RESPONSIBILITY

	If any Personnel observe or become aware of an actual or potential violation of the Code or of any applicable law or regulation (including securities laws and regulations), whether committed by Personnel or by others associated with the Corporation (for example, external parties with whom the Corporation has contracted), it is his/her responsibility to promptly report the circumstances as outlined herein and to cooperate with any investigation by the Corporation.

	It is also the responsibility of Personnel who have concerns regarding questionable accounting, internal financial controls or auditing matters to report such concerns in accordance with the procedures outlined herein.

	Examples of issues to be reported are set out in Schedule “A” to these Procedures.

3	NO RETALIATION AND ACTING IN GOOD FAITH

	The Corporation prohibits Personnel from retaliating or taking adverse action against anyone for raising suspected conduct violations or helping to resolve a conduct concern. Any individual who has been found to have engaged in retaliation against any of the Corporation’s Personnel for raising, in good faith, a conduct concern or for participating in the investigation of such a concern may be subject to discipline, up to and including termination of employment or other business relationship. If any individual believes that he or she has been subjected to such retaliation, that person is encouraged to report the situation as soon as possible to one of the people identified in the "Reporting Procedures" section below.

	Anyone filing a complaint concerning a violation or suspected violation of the Code, or reporting concerns relating to accounting and auditing matters must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense, and may be subject to legal and civil action in addition to employment review.

4	REPORTING PROCEDURES

	For assistance with compliance matters or clarification as to the way to report actual or potential compliance infractions, Personnel should contact the Chief Financial Officer or the Chair of the Audit Committee of the Board of Directors of the Corporation.

	All Compliance matters

	Personnel or External parties with direct knowledge of the violation or fraud concern may submit reports of alleged violations of this Code in writing on a confidential basis to the Chair of the Corporation’s Audit Committee (the “Audit Committee”) through submitting a Fraud Alert Email through the email alert system location on the Company website: nDivision.com.

	In reporting any actual or potential violation of the Code, an individual should provide, to the extent possible, such relevant documents to support the allegations being made, such as e-mails, handwritten notes, photographs, or physical evidence.

	Any report of actual or potential violation of the Code should include, at a minimum the following information:

	·	the names of the parties involved.

	·	any witnesses to the incident(s).

	·	the location, date, and time of the incident(s).

	·	details about the incident (behaviour and/or words used).

	·	any additional details that would help with an investigation.

Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously.

5	COMPLIANCE OFFICER

	As at the date hereof, the Corporation’s Compliance Officer can be contacted as outlined below:

	Brad Wiggins
	214-272-2148
	E-mail: bwiggins@ndivision.com
	Mail: nDivision Inc. 4925 Greenville Ave, Ste 200, Dallas TX 75206

	Any future changes to the Compliance Officer can be found on www.ndivision.com and anonymous ways to report any Company violations.

	The Compliance Officer shall report to the Audit Committee as frequently as such Compliance Officer deems appropriate, but in any event no less frequently than on a quarterly basis at the quarterly meeting of the Audit Committee called to approve interim and annual financial statements of the Corporation.

	The Compliance Officer will keep any reported violations confidential and that the identity of employees making complaints or submissions shall be kept confidential and shall only be communicated to the the Chair of the Audit Committee.

6	HANDLING OF REPORTED VIOLATIONS

	Upon receipt of a report from the Chair of the Audit Committee, or the Compliance Officer, the Audit Committee (as applicable) shall discuss the report and take such steps as that committee of the Corporation’s Board of Directors (the “Board”) may deem appropriate. At a minimum, the Audit Committee, as applicable, should initiate an investigation of the alleged violation(s). Additional steps could include, if appropriate:

	·	Advising the alleged subject of the report; and

	·	Considering a review and revisions to workplace procedures to prevent any future violations of the Code.

	Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

	The Compliance Officer or Chair of the Audit Committee (as applicable) shall retain a record of a complaint or submission received for a period of six years following resolution of the complaint or submission.

	Any complaint about a member of the Audit Committee shall be considered by the Board, with the person accused recused from any discussion in connection with the complaint.

7	INVESTIGATION OF REPORTED VIOLATIONS

	Following the receipt of any complaints submitted hereunder, the the Audit Committee, will investigate each matter so reported and recommend corrective disciplinary actions to the Board, if appropriate, up to and including termination of employment.

	At a minimum, investigations will:

	·	be undertaken promptly and diligently, and be as thorough as necessary, given the circumstances.

	·	be fair and impartial, providing both the complainant and respondent equal treatment in evaluating the allegations.

	·	be sensitive to the interests of all parties involved, and maintain confidentiality.

	·	be focused on finding facts and evidence, including interviews of the complainant, respondent, and any witnesses.

	·	incorporate, where appropriate, any need or request from the complainant or respondent for assistance during the investigation process.

	·	Fraud, Theft

	·	Accounting irregularities, Financial Statement Disclosure issues

	·	Non-compliance with Internal Accounting Controls

	·	Workplace violence, related to an executive

	·	Substance abuse, related to an executive

	·	Discrimination, Bullying and Harassment, related to an executive

	·	Falsification of company Records

	·	Conflicts of Interest

	·	Release of proprietary information

	·	Safety/Security violations

	·	Malicious property damage

	·	Violations of securities laws (including insider trading)

	·	Breaches of other applicable laws (environmental, employment, health and safety laws)

	·	Ethics violations

1	INTRODUCTION
	1.1	PURPOSE	2
	1.2	RESPONSIBILITIES AND BEHAVIORS	2
	1.3	SUPER VISORY RESPONSIBILITY	2
	1.4	SEEKING HELP AND INFORMATION	3
	1.5	REPORTING VIOLATIONS OR SUSPECTED VIOLATIONS	3
	1.6	INVESTIGATIN GREPORTS	3
	1.7	POLICY AGAINST RETALIATION	4
	1.8	WAIVERS OF CODE	4

2	CONFLICTS OF INTEREST
	2.1	IDENTIFYING POTENTIAL CONFLICTS OF INTEREST	4
	2.2	DISCLOSING CONFLICTS OF INTEREST	6
	2.3	RESOLVING CONFLICTS OF INTEREST	6

3	BUSINESS ENTERTAINMENT, MEALS , AND GIFTS		7

4	CONFIDENTIAL INFORMATION		8

5	COMPETITION AND FAIR DEALING
	5.1	RELATIONSHIPS WITH CUSTOMERS	8
	5.2	RELATIONSHIPS WITH SUPPLIERS	9
	5.3	RELATIONSHIPS WITH COMPETITORS	9

6	PROTECTION AND USE OF COMPANY ASSETS		9

7	COMPANY RECORDS		10

8	POLITICAL CONTRIBUTIONS AND ACTIVITIES		10

9	COMPLIANCE WITH LAWS
	9.1	ANTI - BRIBERY	11
	9.2	EXPORT CONTROL	11
	9.3	ANTITRUS	12
	9.4	INSIDER TRADING	13

10	ACCURACY OFFINANCIAL REPORTS		14

11	PUBLIC COMMUNICATIONS		15

12	CONCLUSION		15

1	INTRODUCTION

	1.1	PURPOSE

		This Code of Business Conduct and Ethics (“Code”) contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. In many cases, the Company has adopted specific written policies to implement various provisions of this Code. To the extent this Code or those policies require a higher standard than required by commercial practice or applicable laws, we adhere to the higher standard.

		This Code applies to all of our directors, officers and employees. Except where otherwise noted, all

		persons covered by this Code are referred to as “Company employees” or simply “employees.”

	1.2	RESPONSIBILITIES AND BEHAVIORS

		The Company is committed to the highest ethical standards in the conduct of its business and therefore the integrity of each employee, officer, and director is of paramount importance. All employees, officers, and directors are accountable for their actions and must conduct themselves with the utmost integrity. As part of conducting business ethically, employees, officers, and directors must conduct business in strict observance of all applicable federal, state, and local laws and regulations as set forth by those bodies that regulate the Company’s business, and those that regulate public companies, such as the Securities and Exchange Commission. Persons who act unethically or violate this Code and supplementing written policies may be subject to disciplinary action, up to and including termination or removal, and, if applicable, referral to the appropriate authorities for prosecution.

		As a representative of the Company, your responsibility is to act ethically and with the highest level of integrity. Employees who violate the law or this Code may expose themselves to substantial civil damages, criminal fines and prison. The Company may also face substantial fines and penalties and many incur damage to its reputation and standing in the community. If you are unclear about the appropriate response to a particular situation, it is your responsibility to use all the resources available to you to seek guidance. One point should be clear: each employee, officer, and director is individually responsible for his or her own actions.

	1.3	SUPERVISORY RESPOSIBILITY

		It is incumbent upon supervisors to take every opportunity to model behaviors consistent with our core values and this Code. If you are a supervisor, you are expected to demonstrate the highest standards of ethical conduct by encouraging open and honest discussions of the ethical, legal, and regulatory implications of business decisions, and by creating an open and supportive environment where your employees are comfortable asking questions, raising concerns and reporting misconduct. You should also ensure that everyone under your supervision clearly understands the legal and ethical expectations of the Company, including all aspects of the Code, policies and applicable laws. You must also work with the Human Resources department when you become aware of any suspected violations of this Code.

	1.4	SEEKING HELP AND INFORMATION

		This Code is not intended to be a comprehensive rulebook and cannot address every situation that you may face. If you feel uncomfortable about a situation or have any doubts about whether it is consistent with the Company’s ethical standards, seek help. We encourage you to contact your supervisor for help first. If your supervisor cannot answer your question or if you do not feel comfortable contacting your supervisor, contact the Human Resources department or the Chief Financial Officer.

	1.5	REPORTING VOLATIONS OR SUSPECTED VIOLATIONS

		The Company is committed to establishing and maintaining an effective process for employees, officers, and directors to report, and for the Company to respond to and correct, any type of misconduct. All employees, officers, and directors have a continuing responsibility and duty to report any known or suspected violation of this Code, including any violation of the laws, rules, regulations or policies that apply to the Company. If you know of or suspect a violation of this Code, immediately report the conduct to your supervisor, or the Company’s Human Resources department. Your supervisor or the Human Resources department will contact the proper legal counsel, who will work with you and your supervisor to investigate your concern. If you do not feel comfortable reporting the conduct to your supervisor or you do not get a satisfactory response, you may contact the Company’s Human Resources department or the proper legal counsel directly.

		While providing your identity may assist the Company in addressing your questions or concerns, please note that if you choose, you may remain anonymous and will not be required to reveal your identity.

	1.6	INVESTIGAT INGREPORTS

		All reports of known or suspected violations will be handled sensitively and with discretion. Your supervisor, the Human Resources department, the Chief Financial Officer and the Company will protect your confidentiality to the extent possible, consistent with law and the Company’s need to investigate your concern. During an investigation of suspected violations, you are required to cooperate fully in the investigation, and must take certain steps to do so. You must be honest and forthcoming at all times during an investigation, must provide investigators with full, accurate, timely, and truthful information, and must not interfere or obstruct the investigation. You may not discuss an investigation with others unless authorized to do so. Failure to take any of these steps during an investigation is a violation of this Code.

		Any person accused of violating this Code will be given an opportunity to present his or her version of the events prior to any determination that a violation has occurred, or any Company decision regarding the appropriate discipline.

	1.7	POLICY AGAINST RETALIATION

		The Company prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. If you report an actual or suspected violation by another, you will not be subject to discipline or retaliation of any kind for making a report in good faith. Any reprisal or retaliation

		against an employee because the employee, in good faith, sought help or filed a report will be subject to disciplinary action, including potential termination of employment.

	1.8	WAIVERS OF CODE

		Only the proper legal counsel, approved by the entire Board of Directors may waive provisions of this Code for employees (unless legally required). Any waiver of this Code for our directors, executive officers or principal financial officers may be made only by our Board of Directors or an appropriate committee of our Board of Directors and will be disclosed to the public as required by law or the rules of the NASDAQ Stock Market.

2	CONFLICTS OF INTEREST

	2.1	IDENTIFYING POTENTIAL CONFLICTS OF INTEREST

		The Company’s reputation may be impaired by conflicting relationships or activities. A conflict of interest can occur when an employee’s private interest interferes, or reasonably appears to interfere, with the interests of the Company. You must conduct your outside associations and personal business, financial, and other relationships in a manner that avoids any conflict of interest, or appearance of a conflict of interest, between yourself and the Company. You must avoid any private interest that influences your ability to act in the interests of the Company or that makes it difficult to perform your work objectively and effectively. The term “outside association” includes any affiliation, association, interest, relationship, or employment that you have with anyone other than the Company. Further, you must not give the appearance of Company representation in any of your personal affairs.

			·	Employment Relationships. A conflict of interest may arise when you or a member of your immediate family holds a position as an employee, officer or director of an entity with which the Company has or is likely to have a business relationship, or with which the Company competes or is likely to compete. No employee or officer should accept employment with any entity that is a customer, supplier or competitor of the Company. You must also report when a family member has a relationship with an entity with which the Company has or is likely to have a business relationship or with which the Company competes or is likely to compete.

			·	Improper Personal Benefits. You may not obtain any improper personal benefits or favors because of your position with the Company.

			·	Financial Interests. You should not have a financial interest (ownership or otherwise) in any company that is a customer, supplier or competitor of the Company, unless pre-approved by the proper legal counsel. Generally, a significant financial interest will not be permitted except in exceptional circumstances. Significant financial interest means (i) ownership of greater than 1% of the equity of a customer, supplier or competitor or (ii) an investment in a customer, supplier or competitor that represents more than 5% of the total assets of the employee making the investment.

			·	Corporate Opportunities. You are prohibited from taking advantage of an opportunity to engage in a business activity in which the Company has an actual interest or a reasonable expectation of an interest.

			·	Use of Company Assets. You are prohibited from using Company assets to pursue personal interests.

			·	Loans or Other Financial Transactions. You should not obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, the Company or any company that is a customer, supplier or competitor of the Company. This guideline does not prohibit arms-length transactions with banks, brokerage firms or other financial institutions.

			·	Service on Boards and Committees. You should not serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests reasonably would be expected to conflict with those of the Company.

			·	Actions of Family Members. The actions of family members outside the workplace may also give rise to the conflicts of interest described above because they may influence an employee’s objectivity in making decisions on behalf of the Company. For purposes of this Code, “family members” include your spouse or life-partner, parents, children and siblings, whether by blood, marriage or adoption, and anyone residing in your home.

			·	Related Party Transactions Policy. For officers and directors, the Company has also adopted a Related Party Transactions Policy, which has additional guidelines applicable to conduct as an officer or director. If you are an officer or director, you are required to adhere to the terms of the Related Party Transactions Policy.

	2.2	DISCLOSING CONFLICTS OF INTEREST

		While it is incumbent on each employee to act in a manner at all times that is in the best interests of the Company, and avoid conflicts of interest, the Company recognizes that from time to time, situations may occur in which a conflict or appearance of a conflict of interest is unavoidable. The Company requires that employees disclose any situations that reasonably would be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it to the Company. If you are an employee, you must report it to the Vice President of your department, the Human Resources department, or the proper legal counsel. If you are an officer, you must report the matter to the proper legal counsel, and if you are a director, to the Audit Committee. If you are an employee, your Vice President or the Human Resources department will coordinate with the proper legal counsel to review the matter and resolve it as necessary.

	2.3	RESOLVING CONFLICTS OF INTEREST

		When a conflict or appearance of a conflict of interest occurs, or is reasonably likely to occur, the Company is committed to resolving the situation in a way that protects the best interests of the Company. Such resolution can take many forms, such as requiring the employee to recuse himself or herself from participating in a particular matter, reassigning duties, or additional measures designed to ensure that the best interests of the Company are not compromised by the conflict of interest. In all cases, conflicts of interest must be handled in an ethical manner; meaning they must be fully disclosed and considered prior to being resolved. Human Resources or the proper legal counsel, as applicable, will handle all questions of conflicts of interest, including coordinating with the Audit Committee as necessary. Conflicts may be permitted only after full disclosure has been made, the Company (or the Audit Committee, as appropriate) has given prior written approval, and the employee has agreed to adhere to any safeguards put into place to ensure that the best interests of the Company are fully protected in the situation in question. Conflicts of interest resulting from a violation of this Code may also be subject to discipline.

3	BUSINESS ENTERTAINMENT, MEALS, AND GIFTS

	The Company recognizes that occasional exchanges of business courtesies between vendors, suppliers, and our employees, such as entertainment, meals, or gifts, can be helpful in building and maintaining business relationships. However, you should exercise extreme caution when accepting offers of entertainment, meals or gifts, as regular or excessive entertainment, meals or gifts can easily create a conflict or appearance of a conflict of interest, and irreparably damage your reputation and the reputation of the Company. Generally, entertainment and gifts must have a clear business purpose and should benefit the Company by building trust and goodwill in the business relationship. Participating in entertainment such as meals, sports events, golf outings, and celebration functions, etc. with our business partners is acceptable provided the entertainment with the same partner is infrequent, in good taste, in moderation, and not extravagant. Similarly, gifts should be of only nominal value (generally less than $100), infrequent, in good taste, in moderation, and not extravagant. Efforts should also be made so that even when a clear business purpose has been established, the costs for the entertainment or meals are shared, or reciprocated when appropriate and possible. In no event should you ever solicit offers of entertainment, meals or gifts, and similarly, you must never accept entertainment, meals or gifts if there is no clear business purpose, or if such acceptance would create or appear to create a conflict of interest.

	Attending supplier sponsored conferences, seminars, and entertainment events where air travel, hotel, or other accommodations are provided, creates more serious concerns. Your participation in events where the sponsor provides both business and entertainment activities is acceptable when your participation is important to the business of the Company. You should not attend these events if it does not serve a significant business purpose for the Company or could cause, or appear to cause, you to favor that supplier over others. If you are invited by suppliers to attend conferences, seminars, or entertainment events where the supplier pays for air travel or other accommodations, you must obtain prior approval from an appropriate senior executive.

	Likewise, when interacting with customers and vendors, you are expected to adhere to the policies and procedures established by those entities concerning meals, entertainment and gifts.

	If you receive an offer for entertainment or meals that do not accord with these standards, you should politely decline. Similarly, gifts that do not accord with these standards should be returned, with an explanation that the Company’s standards do not permit the employee to retain the gift. The Company, as well as the employee’s supervisor, may also put additional limits and policies in place with respect to entertainment, meals and gifts, including appropriate documentation and notice and approval requirements.

4	CONFIDENTIAL INFORMATION

	Employees have access to a variety of confidential information as a result of their relationship with the Company. Confidential information includes but is not limited to all non-public information of the Company, or its customers or suppliers, and personally identifiable information of employees, or persons associated with the Company’s business partners. You must safeguard all confidential information of the Company or third parties with which the Company conducts business, except when disclosure is authorized or legally mandated. Your obligation to protect confidential information continues after you leave the Company. Unauthorized disclosure of confidential information could cause competitive harm to the Company or its business partners and could result in legal liability to you and the Company.

	Any questions or concerns regarding whether disclosure of Company information is legally mandated should be promptly referred to the Chief Executive Office of Chief Financial Officer.

5	COMPETITION AND FAIR DEALING

	All employees should endeavor to deal fairly with fellow employees and with the Company’s customers, suppliers and competitors. Employees should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

	5.1	RELATIONSHIPS WITH CUSTOMERS

		Our business success depends upon our ability to foster lasting customer relationships. The Company is committed to dealing with customers fairly, honestly, and with integrity. Specifically, you should keep the following guidelines in mind when dealing with customers:

		·	Information we supply to customers should be accurate and complete to the best of our knowledge. Employees should not deliberately misrepresent information to customers.

		·	Employees should not refuse to sell the Company’s products or services simply because a customer is buying products or services from another supplier.

		·	Customer entertainment should not exceed reasonable and customary business practice.

		·	Employees should not provide entertainment or other benefits that could be viewed as an inducement to, or a reward for, customer purchase decisions.

	5.2	RELATIONSHIPS WITH SUPPLIERS

		The Company deals fairly and honestly with its suppliers. This means that our relationships with suppliers are based on price, quality, service and reputation, among other factors. Employees dealing with suppliers should carefully guard their objectivity. Specifically, you should not accept or solicit any personal benefit from a supplier or potential supplier that might compromise, or appear to compromise, your objective assessment of the supplier’s products and prices.

	5.3	RELATIONSHIPS WITH COMPETITORS

		The Company is committed to free and open competition in the marketplace. You should avoid actions that would be contrary to laws governing competitive practices in the marketplace, including federal and state antitrust laws. Such actions include misappropriation and/or misuse of a competitor’s confidential information or making false statements about the competitor’s business and business practices. For a further discussion of appropriate and inappropriate business conduct with competitors, see “Compliance with Laws: Antitrust” below.

6	PROTECTION AND USE OF COMPANY ASSETS

	Employees should protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability. The use of Company funds or assets for any unlawful or improper purpose is prohibited.

	To ensure the protection and proper use of the Company’s assets, you should:

		·	Exercise reasonable care to prevent theft, damage or misuse of Company property.

		·	Report the actual or suspected theft, damage or misuse of Company property to a supervisor.

		·	Use the Company’s telephone system, other electronic communication services, written materials and other property for business-related purposes.

		·	Safeguard all electronic programs, data, communications and written materials from inadvertent access by others.

		·	Use Company property only for legitimate business purposes, as authorized in connection with your job responsibilities.

7	COMPANY RECORDS

	Accurate and reliable records are crucial to our business. Our records are the basis of our earnings statements, financial reports and other disclosures to the public and guide our business decision-making and strategic planning. Company records include booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.

	All Company records must be complete, accurate and reliable in all material respects. Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited. You are also responsible for understanding and complying with record keeping policies as established by the Company from time to time. Ask your supervisor if you have any questions.

8	POLITICAL CONTRIBUTIONS AND ACTIVITIES

	The Company encourages its employees to participate in the political process as individuals and on their own time. However, federal and state contribution and lobbying laws severely limit the contributions the Company can make to political parties or candidates. It is Company policy that Company funds or assets are not be used to make a political contribution to any political party or candidate, unless prior approval has been given by the proper legal counsel.

	The following guidelines are intended to ensure that any political activity you pursue complies with this policy:

9	COMPLIANCE WITH LAWS

		Each employee has an obligation to comply with all laws, rules and regulations applicable to the Company. These include, without limitation, laws covering bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. You are expected to understand and comply with all laws, rules and regulations that apply to your job position. If any doubt exists about whether a course of action is lawful, you should seek advice from your supervisor or the Human Resource Department, which will contact the proper legal counsel, if necessary.

	9.1	ANTI - BRIBERY

		The Company’s anti-bribery prohibition is simple: No employee, officer or director may offer a bribe nor receive a bribe, under any circumstances. The Company maintains an Anti-Bribery Policy, which contains other prohibitions and requirements, for example: reporting of red flag events, restricting hiring of foreign agents and reporting of any violations of the Company’s Anti-Bribery Policy.

		If there are any questions regarding the Company’s Anti-Bribery Policy, you should contact the Human Resources department.

	9.2	EXPORT CONTROL

		Various U.S. Government agencies maintain lists that identify individuals or entities barred or restricted from entering into certain types of transactions with U.S. persons. to the Company must ensure that the Company does not engage in a transaction with a barred entity or person. All employees have an obligation to notify the Company’s Human Resources department if any person with whom they are engaging on behalf of the Company are identified on any of these lists. If in doubt, contact the Legal department or Human Resources department for more information on screening to ensure compliance. A consolidated screening list can be found at http://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern.

		Similarly, various countries are subject to comprehensive United States economic sanctions and trade embargoes, and the Company is prohibited from engaging in transactions that result in any goods, technology or monies being diverted to any customer or end user in Cuba, Iran, North Korea, or Sudan. From time to time the United States also has limited sanctions pertaining to other countries (e.g. Russia, Syria and Libya), so it is important to check if any party to a proposed Company transaction is from a country for which the United States has imposed complete embargoes or partial sanctions. When in doubt, discuss any potential transaction with the Legal department. Detailed country-by-country information about these trade sanctions is available at: http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

	9.3	ANTITRUST

		Antitrust laws of the U.S. and other countries are designed to protect consumers and competitors against unfair business practices and to promote and preserve competition. Our policy is to compete vigorously and ethically while complying with all antitrust, monopoly, competition or cartel laws in all countries, states or localities in which the Company conducts business.

		In general, U.S. antitrust laws forbid agreements or actions “in restraint of trade.” All employees should be familiar with the general principles of the U.S. antitrust laws. The following is a summary of actions that are violations of U.S. antitrust laws:

			·	Price Fixing. The Company may not agree with its competitors to raise, lower or stabilize prices or any element of price, including discounts and credit terms.

			·	Limitation of Supply. The Company may not agree with its competitors to limit its production or restrict the supply of its services.

			·	Allocation of Business. The Company may not agree with its competitors to divide or allocate markets, territories or customers.

			·	Boycott. The Company may not agree with its competitors to refuse to sell or purchase products from third parties. In addition, the Company may not prevent a customer from purchasing or using non-Company products or services.

			·	Tying. The Company may not require a customer to purchase a product that it does not want as a condition to the sale of a different product that the customer does wish to purchase.

		Employees should also be cautious when attending meetings of professional organizations and trade associations at which competitors are present. Attending meetings of professional organizations and trade associations is both legal and proper, if such meetings have a legitimate business purpose. At such meetings, you should not discuss pricing policy or other competitive terms, plans for new or expanded facilities or any other proprietary or competitively sensitive information.

		Violations of antitrust laws carry severe consequences and may expose the Company and employees to substantial civil damages, criminal fines and, in the case of individuals, prison terms. Whenever any doubt exists as to the legality of a particular action or arrangement, it is your responsibility to contact the CEO or CFO, who will contact the proper legal counsel promptly for assistance, approval and review.

	9.4	INSIDER TRADING

		The laws against insider trading are specific and complex. The Company also maintains extensive policies concerning insider trading designed to help the Company and an employee comply with the laws on insider trading. Employees are responsible for reading and complying with these policies. As a guideline, employees are prohibited from trading in the stock or other securities of the Company while in possession of material, nonpublic information about the Company. In addition, Company employees are prohibited from recommending, “tipping” or suggesting that anyone else buy or sell stock or other securities of the Company on the basis of material, nonpublic information. Company employees who obtain material nonpublic information about another company in the course of their employment are prohibited from trading in the stock or securities of the other company while in possession of such information or “tipping” others to trade on the basis of such information. Violation of insider trading laws can result in severe fines and criminal penalties, as well as disciplinary action by the Company, up to and including termination of employment.

	·	Financial results or forecasts, or any information that indicates a company’s financial results may exceed or fall short of forecasts or expectations;

	·	Important new products or services;

	·	Pending or contemplated acquisitions or dispositions, including mergers, tender offers or joint venture proposals;

	·	Possible management changes or changes of control;

	·	Pending or contemplated public or private sales of debt or equity securities;

	·	Acquisition or loss of a significant customer or contract;

	·	Significant write-offs;

	·	Initiation or settlement of significant litigation; and

	·	Changes in the Company’s auditors or a notification from its auditors that the Company may no longer rely on the auditor’s report.

Any questions about information you may possess or about any dealings you have had in the Company’s securities should be promptly brought to the attention of the CFO.

10	ACCURACY OF FINANCIAL REPORTS

	As a public company we are subject to various securities laws, regulations and reporting obligations. Both federal law and our policies require the disclosure of accurate and complete information regarding the Company’s business, financial condition and results of operations. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.

	Employees working in financial, public relations and legal roles have a special responsibility to ensure that all of our financial disclosures are full, fair, accurate, timely and understandable. If you work in such a capacity, you are expected to understand and strictly comply with generally accepted accounting principles and all standards, laws and regulations for accounting and financial reporting of transactions, estimates and forecasts.