Velocity, A Managed Services Company, Inc.

Code of Ethics/Conflict of Interest Policy

Velocity, a Managed Services Company, Inc. (the “Company”) is committed to pursuing high standards of professionalism and ethical conduct in its operations and activities and demands that its employees, while engaged in work and making decisions on behalf of the Company, conduct themselves in a manner consistent with the achievement of this goal. This policy has been adopted by the Company for the purpose of making all employees of the Company aware of the Company’s ethical positions with respect to the matters described herein and advising such employees that their failure to comply with appropriate standards of ethical conduct in the performance of their duties on behalf of the Company is a basis for employee discipline and potential termination. Team members are reminded that any questions or concerns regarding the Company’s Code of Ethics/Conflict of Interest Policy may be addressed directly to the legal department or human resources. Questions and potential violations also may be raised and reported through the Company’s hotline at 419.419.4953 (internally x4357) or via e-mail at [email protected]

Conflict of Interest

Employees should always act in the best interest of the Company and not permit outside interests, whether economic, familial, or otherwise, to interfere with their performance of their obligations to the Company in a manner consistent with the highest standards of loyalty. The Company strictly prohibits all employees from exploiting or leveraging their position with the Company or the Company’s contractual or business relationships with its suppliers, vendors, customers, potential customers, contractors, agents, other employees and prospective contractors, agents and employees (and such person’s employees and agents)(each a “Conflict Party” and, collectively, a “Conflict Party”) for the purpose of achieving private gain or obtaining personal benefits for themselves, members of their family or any person other than the Company and affiliates of the Company.

For purposes of this policy:

(1) the term “family” includes employee’s grandparent’s, parents, spouse’s grandparents, spouse’s parents, siblings, spouse’s siblings and the lineal descendants of employee and any of the other people included in the definition of the term “family.” Lineal descendants also include all adopted children and stepchildren.

(2) The term “Authorized Promotional Event” means any event or activity sponsored, held or conducted by any Conflict Party (y) principally or primarily to benefit any tax-exempt organization or (z) held for the purpose of promoting, improving or benefiting any Conflict Party’s legitimate business interests, goals and desires and not planned, designed or intended to target or benefit any individual employee of the Company or any group of employees of the Company in any manner different than other individuals attending or participating in such event and with respect to which the employee reasonably believes the cost of such Authorized Promotional Event does not exceed $500 per person (adjusted for inflation after the date of adoption of this policy).

(3) The phrase “ordinary course” means the usual and customary range of conduct that is substantially consistent with such conduct in which a Conflict Party is reasonably likely to have engaged even in the absence of the existence of a conflict of interest, including conduct consistent with normal social conventions.

(4) a potential conflict of interest occurs whenever an employee’s outside interests, goals or desires interfere, are in conflict or otherwise are inconsistent with the Company’s interests, the achievement of the Company’s goals and desires or the performance of the employee’s work-related duties. Without limiting the generality of the foregoing, an impermissible conflict of interest exists whenever an employee is capable of influencing or directing the outcome of a decision related to or involving the Company’s business in a manner that results in, or reasonably may result in or produce, any type of personal gain or benefit (whether economic or otherwise) for the employee or the employee’s family.

If you have a question about whether any decision, situation or action involves or may involve a potential conflict of interest, prior to taking any action with respect to such matter, employees must consult with the Company’s human resource department, controller or chief financial officer.

Gifts, Favors and other Remuneration from Sources Outside the Company

The Company strictly prohibits employees and members of their family from soliciting, seeking or accepting any gifts, favors (whether for themselves, members of their family or others, including civic and charitable organizations), entertainment, payments or loans from any Conflict Party or other person doing business with the Company, except for (1) attendance at or participation in social activities (such as meals, movies, theater or musical events), life cycle events (such as graduation parties, engagement parties, showers and weddings), or Authorized Promotional Events, hosted by any Conflict Party in the ordinary course (provided, however, any employee’s participation in or attendance at more than three Authorized Promotional Events sponsored or held by any single Conflict Party in any calendar year shall not be deemed to be events held in the ordinary course); of such Conflict Party’s business; (2) gifts with a value of less than $500 (adjusted for inflation following the date of adoption of this policy), provided, however, gifts of cash, gift cards and gift certificates may not be accepted; (3) tickets to sporting, theater, musical and other events, if prior approval is obtained from either the human resource department, the controller or chief financial officer of the Company; and (4) loans from commercial lending institutions, but only so long as such loans are at interest rates and on such other terms and conditions as are consistent with market conditions and the ordinary course of business of the lender.

Reporting Procedure

If you become aware of any potential conflict of interest or ethical concern regarding your employment or another employee at the Company, you must promptly contact in writing your direct supervisor or, if the conduct involves your direct supervisor, the human resource department, controller or chief financial officer of the Company. Such written communication should include the identity of the employee(s) involved in the potential conflict of interest, the identity of the Conflict Party(ies), and, to the extent known, reasonable detail concerning the nature of the conflict. The Company promptly will conduct a reasonable investigation of all reports involving potential conflicts of interest and take appropriate disciplinary action, to the extent that it is warranted. Appropriate disciplinarian action may include termination of employment. Violations of this policy also may be reported via the Company’s hotline at 419.419.4953 (internally x4357) or via the Company’s e-mail, [email protected]

No Retaliation

The Company, its directors, officers and employees are strictly prohibited from engaging in, authorizing, sanctioning or permitting any form of discipline, reprisal, intimidation or retaliation, whether direct or indirect, against any employee as a result of such employee reporting a potential conflict of interest or violation of this policy or cooperating in related
investigations.

Administration of this Policy

The Company’s human resource department is primarily responsible for the administration of this policy. If you have any questions regarding this policy or if you have questions about conflicts of interest that are not addressed in this policy, please contact the human resource department. You also may contact the controller or chief financial officer of the Company regarding violations of this policy.

Additional Categories of Conduct Not Prohibited by this Policy

Nothing set forth in this policy precludes or prevents (or is meant to dissuade or discourage) employees from engaging in any activities, actions or communications that are legally protected by state or federal law, including, without limitation, the National Labor Relations Act. Protected activities and communications include, without limitation, discussing wages, benefits or terms and conditions of employment, forming, joining or supporting labor unions, bargaining collectively through representatives selected by a group of employees, or raising complaints about working conditions.