Eastern Light Capital

This Code of Business Conduct and Ethics applies to all Eastern Light Capital (“ELC”) directors, officers and employees, as well as to directors, officers and employees of each subsidiary of ELC. This Code of Business Conduct and Ethics also applies to all directors, officers and employees of the Company’s affiliates, agents and other individuals to the extent they are acting for or on behalf of the Company. Such covered individuals are referred to herein collectively as the “Covered Parties”. ELC and its subsidiaries are referred to herein collectively as the “Company”.

The Company will strive to maintain exemplary ethical standards and personal standards in all its business activities. The Company will uphold a high level of business ethics and personal integrity in all appointments, transactions and interactions. To this end, this Code of Business Conduct and Ethics serves to (1) emphasize the Company’s commitment to ethics and compliance with the law; (2) set forth basic standards of ethical and legal behavior; (3) provide reporting mechanisms for known or suspected ethical or legal violations; (4) help prevent and detect wrongdoing.; (5) and seek to eliminate the appearance of impropriety from any business related activity of the Company or a Covered Party.

This Code of Business Conduct and Ethics serves only as a guide. In view of the combination of the various and complex ethical questions that may arise in the Company’s course of business and ethically amh1uous situations, this Code of Business Conduct and Ethics serves to remind the Covered Parties of the Company’s commitment to high ethical standards and the need to seek advice from the appropriate personnel to ensure that all actions they take on behalf of the Company honor this commitment and will not compromise the Company’s reputation.

Conflicts of Interest

A conflict of interest exists when a person’s private interest conflicts in any way with the interests of the Company. A conflict can arise when a Covered Party takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest may also arise when a Covered Party, or members of his or her family, receive improper personal benefits as a result of his or her position at the Company. Loans to, or guarantees of obligations of, Covered Parties and their family members may create conflicts of interest. It is almost always a conflict of interest for a Covered Party to receive direct or indirect benefits from sources other than the Company for work performed to benefit the Company, to work simultaneously for a competitor, to work for an entity in which the Company has made or proposes to make an investment or to work for one of the Company’s sources of financing.

Conflicts of interest may not always be clear-cut, so if an employee, agent or a contractor has a question, he or she should consult with the Company’s Chief Executive Officer. Any Covered Party who becomes aware of a conflict or potential conflict should bring it to the attention of the Chief Executive Officer or consult the procedures described in the section of this code entitled “Violations of Ethical Standards”.

All directors and executive officers of the Company shall disclose any and all transactions or relationships that could reasonably be expected to give rise to such a conflict to the Chairperson of the Company’s Audit Committee for prompt examination by the Audit Committee. No action may be taken with respect to such transaction or party unless and until such action has been approved by the Audit Committee.

Corporate Opportunities

Covered Parties are prohibited from taking for themselves opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors of the Company. No Covered Party may use corporate property, information or position for improper personal gain, and no Covered Party may compete with the Company directly or indirectly. Covered Parties owe a duty, whenever possible, to advance the Company’s interests.

Fair Dealing

Covered Parties shall behave honestly and ethically at all times and with all people. They shall act in good faith, with due care, and shall engage only in fair and open competition, by treating ethically colleagues, competitors, and other third parties. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent or inducing such disclosures by past or present employees of other companies is prohibited. No Covered Party should take unfair advantage of anyone or the Company through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered or accepted by a Covered Party or any family member of a Covered Party unless it (1) is consistent with customary business practices, (2) is not excessive in value, (3) cannot be construed as a bribe or payoff and (4) does not violate any laws or regulations. The offer or acceptance of cash gifts by any Covered Party is prohibited. Covered Parties should discuss with the Chief Executive Officer or the Chairperson of the Audit Committee any gifts or proposed gifts that may be inappropriate.

Insider Trading

Covered Parties who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the Company’s business. All non-public information about the Company, its actual and potential investments and its actual and potential sources of financing is confidential information that can only be used to benefit the Company’s interests. It is always illegal to trade in ELC’s securities while in possession of material, non-public information, and it is also illegal to communicate or “tip” such information to others.

Confidentiality

Covered Parties must maintain the confidentiality of confidential information entrusted to them, except when disclosure is authorized by the Chief Executive Officer of the Company, authorized by the Audit Committee or required by laws and/or regulations. Confidential information includes all non-public information that might be of use to competitors or harmful to the Company if disclosed. It also includes information that third parties have entrusted to the Company. The obligation to preserve confidential information continues even after employment or service on the Company’s Board of Directors ends.

Protection and Proper Use of Company Assets

All Covered Parties should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. The Company’s equipment should not be used for non-Company business, though incidental personal use is permitted.

The obligation of Covered Parties to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property, business, marketing and service plans, investment proposals and strategies, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or criminal penalties.

Compliance with Laws, Rules and Regulations

Obeying the law is the foundation on which the Company’s ethical standards are built. In conducting the business of the Company and as a representative of the Company, the Covered Parties shall comply with applicable governmental laws, rules and regulations at all levels of government in the United States and in any non-U.S. jurisdiction in which the Company does business. Although not all Covered Parties are expected to know the details of these laws, it is important to know enough about the applicable local, state, and national laws to determine when to seek advice.

Timely and Truthful Public Disclosure

In reports and documents filed with or submitted to the Securities and Exchange Commission and other regulators by the Company, and in other public communications made by the Company, the Covered Parties involved in the preparation and approval of such reports and documents (including those who are involved in the preparation of financial or other reports and the information included in such reports and documents) shall make disclosures that are full, fair, accurate, timely and understandable. Where applicable, these Covered Parties shall at all times provide thorough, comprehensive and accurate disclosures. They shall not knowingly conceal or falsify information, misrepresent material facts or omit material facts necessary to avoid misleading the Company’s officers, directors, independent public auditors or investors.

Significant Accounting Deficiencies

The CEO and each senior financial officer shall promptly bring to the attention of the Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal control over financial reporting that could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees.

Any waiver of this Code for executive officers or directors may be made only by the Company’s Board of Directors and its Audit Committee and will be promptly disclosed as required by law or stock exchange regulation. Disclosure of waivers for other Covered Parties will be made at the discretion of the Chief Executive Officer or the Company’s Board of Directors and its Audit Committee.

Reporting Known or Suspected Violations

The Company’s directors and senior officers shall promptly report any known or suspected violations of this Code to the Chairperson of the Company’s Audit Committee for examination by the entire Audit Committee. All other Covered Parties should talk to the Chief Executive Officer or other appropriate personnel about known or suspected illegal or unethical behavior. These Covered Parties may also report questionable behavior in the same manner as they may report complaints regarding accounting, internal accounting controls or auditing matters by notifying (anonymously, if desired) the Chairperson of the Company’s Audit Committee for review by the entire Audit Committee. No retaliatory action of any kind will be permitted against anyone making such a report in good faith.

Accountability for Violations

If the Company’s Audit Committee or its designee determines that this Code has been violated, either directly or indirectly, by failure to report a violation, or by withholding information related to a violation, the offending Covered Party may be disciplined for non-compliance with penalties up to and including removal from office or dismissal. Such penalties may include written notices to the individual involved that a violation has been determined, censure by the Audit Committee, demotion or re-assignment of the individual involved and suspension with or without pay or benefits. Violations of this Code may also constitute violations of law and may result in criminal penalties and civil liabilities for the offending Covered Party and the Company. All Covered Parties are expected to cooperate in internal investigations of misconduct.