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Code of Professional Conduct

SwingNGolf promotes ethical and professional conduct by its employees, officers and directors. This Code of Professional Conduct (“Code”) embodies principles to which such personnel are expected to adhere and advocate. It is SwingNGolf’s intention that this Code constitutes its written code of ethics in compliance with the requirements of Securities and Exchange Commission Regulation S-K Item 406 and Nasdaq Rule 4350(n).

These tenets for ethical business conduct encompass rules regarding both individual and peer responsibilities, as well as responsibilities to the public and other stakeholders. SwingNGolf’s personnel are expected to abide by this Code as well as all applicable SwingNGolf business conduct standards, policies and guidelines in SwingNGolf’s employee handbook relating to areas covered by this Code.

Persons covered by this Code of Professional Conduct should endeavor to:

  • Act with honesty and integrity, in good faith, responsibly, with due care, competence and diligence.
  • Provide information in the firm’s public communications (to the extent such information and communications are required or appropriate under the circumstances) that is full, fair, accurate, timely and understandable, including in our filings with the U.S. Securities and Exchange Commission (this requirement applies to those covered persons who are involved with the firm’s public communications).
  • Comply with applicable rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
  • Respect and maintain the confidentiality of information acquired in the course of one’s work except when authorized or legally obligated to disclose.
  • Not use confidential information acquired in the course of one’s work for personal advantage.
  • Avoid “personal conflicts of interest.” A "personal conflict of interest" occurs when an individual's private interest improperly and adversely interferes with the interests of SwingNGolf.
  • Be an example of ethical behavior among peers, in the work environment and the community.
  • Responsibly use and administer stewardship over SwingNGolf assets and resources that are employed or entrusted to us.
  • Not coerce, manipulate, mislead, or fraudulently influence any independent public or certified public accountant engaged in the performance of an audit or review of the financial statements of Super Golf Course.

If you are aware of any suspected or known violations of this Code of Professional Conduct or other SwingNGolf policies or guidelines, you have a duty to promptly report such concerns to an appropriate “Ethics Contact” as follows: either to your manager, another responsible member of management, the director of human resources, in-house legal counsel, or the Chief Operating Officer, President, Chief Financial Officer, or Chief Executive Officer; or you may make a report confidentially or anonymously to the contact person(s) designated in SwingNGolf's Employee Complaint Procedures for Accounting and Auditing Matters. SwingNGolf seeks to handle all inquiries discretely and to maintain, within the limits allowed by law, the confidentiality of anyone requesting guidance or reporting questionable behavior and/or a compliance concern.

Violations of the SwingNGolf Code of Professional Conduct may result in disciplinary action, up to and including termination of employment. The Board of Directors will determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code. The firm will take such disciplinary or preventive action as it deems appropriate to address any existing or potential violation of this Code brought to its attention. In determining what action is appropriate in a particular case, the Board of Directors or such designee may take into account relevant information including the nature and severity of the violation, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.

From time to time, the firm may waive certain provisions of this Code. Any employee, officer or director who believes that a waiver may be called for should discuss the matter with an appropriate Ethics Contact. Any waiver of this Code for executive officers or directors may be made only by the Board of Directors and will be promptly disclosed as required by law or stock market regulation.