Luxell’s Code of Business Conduct

Purpose and Scope
Luxell complies with the highest ethical standards, relevant laws, regulations, standards, and relies on the integrity of its employees and representatives. All directors, officers, staff, agents, consultants, independent contractors, and representatives of Luxell (“Employees”) must comply with all applicable laws, regulations and Luxell’s Code of Business Conduct (the Code). Luxell demands not only legal compliance, but also responsible and ethical behavior.

Luxell will provide price competitive products and services that meet customers' expectations for quality, integrity and reliability. Products must be designed, produced, installed and serviced to internal standards and to comply with external regulations, the standards of the appropriate approval entities, and any applicable contractual obligations.

Luxell Seeks New Business Openly and Honestly
Luxell markets its technologies, products and services fairly based on proven quality, integrity, reliability and price. The Company strictly prohibits bribes, kickbacks or any other form of improper payment or inducement, direct or indirect, to any representative of government, labor union, customer or supplier in order to obtain a contract, some other commercial benefit or government action. The Company also prohibits any Employee from accepting such payments or inducements.

Luxell will comply with the domestic and international antitrust and competition laws of all nations where it does business. Among other stipulations, these laws prohibit any formal or informal understanding, agreement or plan among competitors that involves prices, territories, market share or customers to be served and activities or agreements that unfairly restrict competition.

Luxell Seeks Long Term Supplier Relationships
Luxell recognizes that the materials, goods and services provided by its suppliers are directly linked to the quality, reliability and prompt delivery of the products delivered to Luxell customers. Luxell will therefore require excellence from all of its suppliers. It will award business based on a supplier’s ability to meet Luxell’s needs and commitments, their reputation for service, integrity and compliance, their standards for quality and delivery and their price structures.

Luxell will provide the same information and instructions to each competing supplier for a proposed purchase. When a customer directs Luxell to a particular supplier, Luxell will abide by and document that selection. Luxell will protect all proprietary data suppliers or potential suppliers provide.

Luxell Values Its Employees
Luxell’s most important resource is its Employees. The Company recognizes that all people are unique and valuable, and should be respected for their individual abilities and contributions.

The Company strives to provide competitive compensation and benefits as well as challenging, meaningful and rewarding opportunities for personal and professional growth to all Employees without regard to gender, race, national origin, sexual orientation, physical or mental disability, age, religion or any other legally protected status. Luxell also respects the privacy of each Employee and will comply with all applicable laws regulating the disclosure of personal information about employees.

Luxell Employees will protect from disclosure or misuse all non-public information pertaining to the Company, including technology, product, financial and business information, competitive analyses and business plans. Such types of information are considered trade secrets or confidential information.

Luxell Employees with access to non-public information about the Company that could affect the price of its securities, such as financial results, business strategies, pending transactions or contracts, new products or research results will not trade in Luxell's securities or the securities of other affected companies, nor will they disclose the information to others until the information has been disclosed to the public.

Luxell Will Safeguard the Information of Others
Luxell will observe obligations of confidentiality and non-disclosure of trade secrets of others, including strategic partners, vendors and former employers, with the same degree of diligence that Luxell Employees are expected to use in protecting the Company’s own confidential information and trade secrets.

Luxell Reports With Integrity
Luxell's financial, accounting, and other records and reports will accurately and fairly reflect the transactions of the Company in reasonable detail, and in accordance with approved accounting practices and procedures, Company policies and applicable government regulations.

Luxell’s Code of Business Conduct and Its Employees

All Luxell Employees shall comply with the letter and spirit of the Code of Business Conduct and with the policies and procedures of the Company, and shall communicate any suspected violations promptly via normal reporting channels.

Luxell will provide its Employees training on this Code to ensure that all Employees are aware of its requirements. Directors and Officers of the Company will be required to re-certify on an annual basis that they understand and comply with the requirements of this Code.

Luxell Employees may confront an ethical issue where this Code or other Company policy does not expressly provide direction. Luxell Employees should raise such issues by contacting Luxell Management via normal reporting channels. Any Luxell Employee, who in good faith raises an issue regarding a possible violation of law, Company policy or this Code will not be subject to retaliation and their confidentiality will be protected to the extent possible. Allegations will be investigated by Luxell Management, and if necessary, reported to the appropriate authorities.

Failure to comply with any responsibilities established by this Code may result in disciplinary action, up to and including termination, and may also require restitution or reimbursement from the Employee and referral of the matter to government authorities. Discipline may also be imposed for conduct that is considered unethical or improper even if this Code of Business Conduct does not specifically cover the conduct.