CODE OF BUSINESS CONDUCT

PRAETORIAN GLOBAL, INC.

• Purpose

The purpose of this Code of Business Conduct (this “Code”) is to provide Praetorian Global, Inc. and its subsidiaries (collectively, the “Company”) with an approved framework for deterring wrongdoing, to promote, among other things, honest and ethical conduct, and to ensure to the greatest possible extent that the Company’s business is conducted in a consistently legal and ethical manner. The Company’s success is based on its brands, intellectual property (as defined below) and innovative, high-quality products with a focus on integrity in every business interaction. The Company’s principles of business conduct define the way it does business worldwide. It is therefore imperative that each member of Company Personnel (as defined below) consistently demonstrates honesty, respect, and professionalism in every interaction, regardless of whether such interaction occurs in the course of business or in a personal capacity.

• Scope

This Code applies to all Company personnel, including, but not limited to, the Company’s board of directors (the “Board”), officers, and employees (collectively, “Company Personnel”). This Code supplements and must be read in conjunction with the Company Employee Handbook and all other Company codes, policies, procedures, guidelines, agreements, and other documents created or adopted by the Company.

Code of Business Conduct 

• Compliance with Laws, Rules, and Regulations

The Company is committed to conducting its business in compliance with all Applicable Laws (as defined below) and regulations and Company policies, and in accordance with high ethical standards. For purposes of this Code, “Applicable Law” shall mean all applicable provisions of any federal, state, or local law, statute, rule, regulation, order, permit, judgment, injunction, decree, or other decision of any court or other governmental authority legally binding on the Company and third parties. Company Personnel must comply with these standards, policies, and all applicable legal requirements and demonstrate integrity in every interaction. All Company Personnel shall be provided a copy of this Code with the Employee Handbook and other onboarding materials and will be required to review and acknowledge the requirements of this Code at that time.

The Controlled Substances Act, 21 U.S.C. §801, et seq., and other related federal laws prohibit the trafficking, production, processing, handling, marketing, sale, distribution, and use or utilization of cannabis products (collectively, and as in effect from time to time, “Federal Cannabis Laws”) regardless of whether such activity is permitted under state law. Accordingly, and notwithstanding anything herein to the contrary, provided that the relevant act, omission, or conduct does not violate applicable state or local law, the term Applicable Law and similar terms in this Code will not include Federal Cannabis Laws.

• Conflicts of Interest

Company Personnel should avoid any conflicts of interests, such as significant personal relationships or when an employee or a member of his or her family receives improper personal benefits as a result of his or her position in the Company. Significant personal relationships include, but are not limited to, spouses, dating or physical relationships, and close friends. Employees are encouraged to seek clarification of, and discuss questions about, potential conflicts of interest with the Company Legal Department. Any Company Personnel who become aware of a conflict of interest should bring it to the attention of a supervisor, manager, or other appropriate person within the Company, including the Company Legal Department.

• Outside Directorships and Other Outside Activities

Company Personnel may not serve as directors of any outside business organization unless such service is specifically approved by the Board, the Company’s CEO or General Counsel, or a designee of the foregoing. The Company will consider a number of factors when determining whether to approve an individual’s request for an outside business directorship. Directorships in outside companies should satisfy several business considerations, including (1) furthering the Company’s interests, including by not being in competition with the Company, and (2) not detracting in any material way from the individual’s ability to fulfill his or her commitments to the Company. The Company will also consider the time commitment and potential personal liabilities and responsibilities associated with the outside directorship when evaluating such requests.

The Company recognizes that Company Personnel often engage in charitable activities and community service in their local communities, and it commends employees’ efforts in this regard. However, it is every individual’s duty to ensure that outside activities, even charitable or volunteer activities, do not constitute a conflict of interest or are otherwise inconsistent with employment by the Company. Outside work activities are generally allowed unless the activity conflicts with the Company’s interest, or if the outside work adversely affects Company Personnel’s ability to be attentive and prepared and perform the essential duties of their job. Other employment or commercial involvement that conflicts with the Company’s business interests is strictly prohibited.

• Corruption, Money Laundering, Gifts and Entertainment

The Company and all Company Personnel must refrain from all money-laundering, corruption, extortion, embezzlement, bribery, fraud, or kickbacks. A bribe is defined as offering or receiving anything of value to any person for the purpose of obtaining or retaining business, or securing an improper advantage. Kickbacks are a type of bribery and occur when a person is offered money or something of value in exchange for providing something to a third party. Anything of value includes cash, cash equivalents, gifts, entertainment, internships, employment, or even a promise. Company Personnel must agree not to directly or indirectly (1) offer or accept gifts, entertainment, or favors that are intended or may appear to be intended to obligate or inappropriately benefit any party or (2) offer gifts or favors to government officials or make direct or indirect political contributions on behalf of the Company. Bribes involving any Company Personnel are forbidden in all circumstances, along with any gift, entertainment, or other favor that is inappropriate or whose value exceeds legally defined limits. Each individual should use good judgment and ensure no violation of these principles occurs with the offering or accepting of gifts or entertainment. If there is any question or uncertainty about whether any gifts or proposed gifts are appropriate, please contact a supervisor, manager or other appropriate person within the Company or the Company Legal Department. Company Personnel are required to report to the relevant supervisory person or entity anytime they are confronted with a request to pay a bribe.

The Company does not engage or assist others in concealing illicit funds or other suspicious activities. The following are examples of potential money laundering that merit further investigation: 

• Attempts to make large payments in cash.
• Payments by someone who is not a party to the contract.
• Requests to pay more than provided for in the contract.
• Payments made in currencies other than those specified in the contract.
• Payments from an unusual, non-business account.

Company Personnel must also follow all applicable tax laws and not participate in any form of fraud or evasion of tax or social security contributions.

With respect to relationships with government officials or personnel, see Section 10, Relationships with Government Personnel, below.

• Corporate Opportunities

Company Personnel have a duty to advance the legitimate interests of the Company when the opportunity presents itself. Therefore, no Company Personnel may:

• Take for himself or herself personal opportunities, including investment or other business opportunities, discovered through the use of his or her position with the Company or through the use of Company property or information.
• Use the Company’s property, intellectual property, information, or position for his or her personal gain or the gain of a relative or family member.
• Compete or attempt to compete with the Company.

• Discrimination and Harassment

The Company values diversity among its employees and is committed to providing a work environment that demonstrates the same. The Company intends to create a respectful workplace in which every individual has the incentive and opportunity to reach his or her highest potential. The Company is firmly committed to providing equal employment opportunities to all individuals and will not tolerate illegal discrimination or harassment of any kind. Derogatory comments, harassment and discriminatory actions based on age, sex, race, gender, sexual orientation or identity, disability, or ethnic characteristics and unwelcome sexual advances or comments will be handled with a zero-tolerance policy. This Code applies to both applicants and Company Personnel and in all phases of employment, including recruiting, hiring, placement, training and development, transfer, promotion, demotion, performance reviews, compensation and benefits, and separation from employment. All levels of supervision are responsible for monitoring and complying with the Company’s policies and procedures for handling employee complaints concerning harassment or other forms of unlawful discrimination. Because employment-related laws are complex and vary from state to state and country to country, supervisors should obtain the advice of the Company Legal Department whenever there is any doubt as to the legality of any proposed action or inaction.

• Health and Safety

The Company is committed to providing its employees with safe and healthy work environments. Each employee has a responsibility to ensure that the Company’s operations meet applicable government or Company standards. All employees are required to be alert to environmental and safety issues and familiar with environmental, health, and safety laws and Company policies applicable to their area of business. Since these laws are complex and subject to frequent changes, Company Personnel should obtain the advice of the Company Legal Department whenever there is any doubt as to the lawfulness of any action or inaction. Threats or acts of violence and physical intimidation are not permitted.

• Record Keeping and Retention

Properly maintaining corporate records is of the utmost importance to the Company. Most Company Personnel record or prepare some type of information during their workday, including timecards, financial reports, accounting records, business plans, trade secrets, standard operating procedures, guidelines, intellectual property related documentation, injury and accident reports, expense reports, etc. For purposes of this Code, “intellectual property” shall mean all intellectual property of any kind developed, owned, licensed or acquired from time to time by the Company or its officers, directors, employees or agents (including, without limitation, (a) all internet domain names, social media accounts, URLs, and other internet properties; (b) all brands (e.g., “binske” and “Oni”), all copyrights, rights of publicity, artwork, logos, designs, graphics, trademarks, and service marks; (c) any trade secret; (d) trade dress and other proprietary source-identifying indicia of goods and services; (e) all know-how (including the proprietary know-how relating to the methods, materials, devices, processes and procedures for the production of cannabis, cannabis-related and cannabis-infused products), recipes, cultivars, strains and genetics, formulas, designs, devices, training, equipment, technology, research and development, inventions, methods, manuals, statements of procedure, techniques, concepts, dosing, distillation, cultivation, breeding, production, reproduction, planting, growing, harvesting, drying, curing, grading, trimming, manufacturing and other processes, compositions, production technology, packaging methodologies, information, distribution and sales networks, and skills; (f) any germplasm of the Company in the form of live plants, tissue cultures, buds, oils, distillates, isolates, concentrates and the like related to cannabis plant genetics, strains, cultivars (or other available strains obtained from other sources) or varietals used (“genetics”) together with any and all data or information related thereto; (g) any names or derivations thereof of any of genetics; (h) patented and patentable designs and inventions, all design, plant and utility patents, letters patent, and utility models; and (i) all derivative works of any of the foregoing. Various entities and individuals, within and outside the Company, depend upon this information to be accurate and truthful for a variety of reasons. These entities and individuals include Company Personnel, governmental agencies, auditors, outside advisors, and other authorities. The Company requires honest and accurate recording and reporting of information to make responsible business decisions and comply with its contractual and legal obligations. All financial statements and books, records, and accounts of the Company must accurately reflect transactions and events and conform both to required legal requirements and accounting principles, as well as the Company’s internal accounting requirements. Company Personnel have the responsibility to ensure that they do not make false or intentionally misleading entries in the Company’s accounting records. Dishonest reporting within the Company or to organizations or people outside the Company is strictly prohibited. 

• Confidentiality and Proprietary Information

The Company depends on intellectual property, such as trade secrets, trademarks, service marks, trade names, brand names, logos, designs, artwork, graphics, branding, trade dress, patents, copyrights, and other proprietary source-identifying indicia of goods and services, as well as business, marketing, and service plans, engineering and manufacturing ideas, designs, databases, records, and any unpublished financial data and reports, for its continued vitality. As such, the protection of Company business information, proprietary information, physical property, intellectual property, and all other Company assets is vital to the interests and success of the Company. If the Company’s intellectual property and proprietary information are not protected, they become available to third parties and thus may give away the Company’s competitive advantage. 

It is the responsibility of all Company Personnel to protect the Company’s intellectual property. All levels of management within the Company are required to foster and maintain awareness of the importance of protecting the Company’s intellectual property. Company Personnel must not disclose or reveal any such information except under the direction or with the approval of the Board, the Company’s CEO or General Counsel, or a designee of the foregoing. Such confidential and Company-related proprietary information includes, but is not limited to, the following examples:

• Intellectual property.
• Financial information, budgets, and feasibility studies.
• Marketing strategies and business plans.
• Technological information, such as computer processes, programs and codes written for or by the Company.
• Customer and supplier information, such as customer lists and order details.
• Pending projects and proposals.
• New materials or products acquired or produced through research and development.
• Human resources files, personally identifiable information (PII), and employee information the Company is required to keep secure and confidential.
• Proprietary production processes.
• Private information relating to the Company or its officers, directors, owners, employees, representatives, vendors, customers, or affiliates’ businesses, opportunities, assets, or properties, whether prepared by Company Personnel, a third party, or otherwise, and whether oral, visual, written, or electronic.
• Analyses, compilations, forecasts, studies, summaries, notes, data, and other documents and materials prepared in connection with confidential information.
• Courseware, both in book format or in electronic format for e-learning, developed for or by the Company.

This confidentiality requirement supplements, and must be read in conjunction with, the Confidentiality, Non-Disclosure & Company Property provisions contained in the Company Employee Handbook, as well as all applicable Company codes, policies, procedures, guidelines, employment agreements, restrictive covenant agreements, and any other agreements or documents created, adopted, amended, restated or supplemented by the Company that are applicable to, and/or were entered into by, Company Personnel. In the event of any conflict or inconsistency between the requirements of this Code and any other applicable document, the more restrictive provision will apply.

• Relationships with Government Personnel

Company Personnel should be aware that certain practices that may be acceptable in the commercial business environment, such as providing certain gifts, entertainment, transportation, meals, and other things of nominal value, may be illegal when provided to government employees or others acting on the government’s behalf. Therefore, all Company Personnel must be aware of and adhere to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the relevant laws and regulations governing relations between government employees and customers and suppliers in every country where the Company conducts business. It is strictly against Company policy for Company Personnel to give money or gifts to any official or any employee of a governmental entity if doing so could reasonably be construed as having any connection with the Company’s business relationship. Any proposed payment or gift to a government official must be reviewed and approved in writing in advance by the Company Legal Department, even if such payment is common or customary in the country at issue. The Company also does not allow for facilitating payments in relation to any Company-related business. Facilitating payments are typically demanded by low-level officials in exchange for providing a service that is ordinarily and commonly performed by the official. Company Personnel should be aware that they do not actually have to make the payment to violate this Code and the law; merely offering, promising, or authorizing such payment is sufficient to be a violation of this Code and the law. In addition, many jurisdictions have laws and regulations regarding business gratuities that may be accepted by government personnel. Gifts or offerings that would not be appropriate for private parties are always inappropriate for government officials. Please consult the Company Legal Department for more guidance on these issues. Contributions to political parties or candidates in connection with elections are discussed below in Section 11, Political Contributions.

• Political Contributions

Election laws in many jurisdictions prohibit political contributions by companies to candidates. Many local laws also prohibit corporate contributions to local political campaigns. The Company therefore does not make direct contributions to any candidates for federal, state, or local offices where Applicable Law makes such contributions illegal. Contributions to political campaigns by Company Personnel must not be, or appear to be, made with or reimbursed by Company resources. Company resources include Company funds, products, services, facilities, office supplies, letterhead, telephones, electronics, resources, and other items or services of actual or perceived value. Company Personnel who hold or seek to hold political office must do so on their own time, whether through vacation, unpaid leave, after work hours, or on weekends. Additionally, all Company Personnel must obtain advance written approval from someone within the Company Legal Department prior to running for political office to ensure that there are no conflicts of interest with Company business. Company Personnel may make personal political contributions as they choose so long as doing so does not violate any Applicable Law, this Code, or any other Company codes, policies, procedures, guidelines, agreements, and other documents created or adopted by the Company.

• Failure to Comply

It is each Company Personnel’s responsibility to apply the principles set forth in this Code in a responsible fashion and with the exercise of good judgment and common sense. A failure by any Company Personnel to comply with all Applicable Laws governing the Company’s business, this Code, or any other Company policy or requirement may result in disciplinary action up to and including termination, and, if warranted, legal proceedings or law enforcement action. All Company Personnel are expected to cooperate in internal investigations relating to the foregoing.

• Questions and Reporting Resources

If the Company receives good-faith reports about potential violations of any Applicable Law, this Code, or any other Company codes, policies, procedures, guidelines, agreements, and other documents created or adopted by the Company, it will not permit retaliation for such reports in accordance with Applicable Law. All Company Personnel have a duty to report known or suspected violations of any Applicable Law, this Code, or any other Company codes, policies, procedures, guidelines, agreements, and other documents created or adopted by the Company to the Company. Failure to report such violations may subject Company Personnel to disciplinary action. Company Personnel can submit questions relating to this Code or make reports to the Company via email at legal@praetorianglobal.com. 

• Review; Amendments; Interpretation

The Board will periodically review this Code and make any revisions as it deems necessary or appropriate. This Code may be updated, modified, or withdrawn by the Board at any time in its sole discretion. The Board has ultimate authority in interpreting and applying this Code. Any questions or requests for interpretations of this Code should be directed to the Company Legal Department via at email at legal@praetorianglobal.com.

Approved by the Board on April 3, 2024.