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III.1 Insider Information Policy and Procedures

Policy

Pursuant to the SEC Insider Trading and Securities Fraud Enforcement Act of 1988 (ITSFEA), it is THINK policy that no person associated with this firm may trade on material, non-public information in breach of a duty of confidentiality or a relationship of trust and confidence. It is also THINK policy that no person associated with this firm may disclose any such information to and person outside THINK (including to any family member) unless those persons have been formally brought over the Chinese or Information Wall and those persons have agreed to keep that information confidential and not to trade based on that information. Trading by THINK employees or persons to whom such information has been disclosed is frequently referred to as insider trading. Any employee of the firm that comes into possession of material, non-public information must immediately report that fact to the Compliance Department. For further guidance, employees should cross reference the following sections of this Compliance Manual:

Insider Trading Defined

Insider trading involves buying or selling a security while in possession of material, non-public information about the securities, activities or performance of an issuer of the securities in breach of a duty of confidentiality or a relationship of trust and confidence. Violations also include sharing (also called tipping) such information with another person who then uses that information to trade, or trading on information received third hand (also called tipped information).

Relationship of trust and confidence: This firm works to build relationships with the companies which are its clients. These include companies which we follow with research, companies in the securities of which we make markets, and companies for which we provide or are seeking to investment banking services. A fundamental part of these relationships are the elements of trust and confidence, which must be protected. In order not to violate that trust and to keep any information we gather or come into possession of contained, we must not disclose to third parties, use or trade on confidential or material information about the Issuer. We may only discuss such information with any person within prescribed parameters related to the business of the Issuer and THINK (See Information Wall Procedures).

Duty of Confidentiality: A duty of confidentiality may be created by an express confidentiality agreement, or by an ongoing relationship of trust and confidence. Generally speaking, THINK has a duty of confidentiality with respect to material non-public information it receives from any client or potential client.

Information: Information includes facts, documents, occurrences or data about which a person comes in possession. Information may be obtained directly, but may also be obtained from other persons or entities which have a relationship of trust and confidence with the issuer, including personnel of the issuer, their outside experts (such as auditors, lawyers or other investment bankers), customers or suppliers of the issuer, or other persons at Think Equity.

Persons may also gather information from various sources that, once put together, leads to a conclusion that is material. Although the securities laws sometimes permit trading on the basis of such "mosaic" information, as a matter of THINK policy, such a conclusion may only be traded on or discussed with another person or entity within prescribed parameters related to the business of the issuer and THINK (See Information Wall Procedures).

Finally, employees should be mindful of the necessity of keeping all documents and other items that may contain material non-public information secured when not in use.

Material: Information is material if it is the kind of information that would affect the investment decision of a reasonable investor, including speculative as well as conservative, retail as well as institutional investors. Examples of information that could be material include (but are not limited to):

The information does not need to be (but of course it may be) provided by the issuer to be material. Material information can come from outside vendors, service providers, and various other sources also in a position of trust and confidence with their source of information.

Non-public: Information is non-public if it has not been distributed generally to the marketplace, or if not enough time has passed since the distribution of that information for the marketplace to have had time to react to the information.

Tipping: A person could also be in violation of the prohibition against insider trading if they provided "tipped" inside information to another person or entity (whether or not the person or entity was employed by or associated with this firm) and that person or entity tipped or traded on such information. Any person or entity trading on tipped information, if they have reason to know it was provided in violation of a duty of confidentiality, is also subject to prosecution for insider trading.

The Use of Outside Consultants/Advisors/Experts

Policy:
All events, meetings or calls which involve an outside consultant, advisor or subject matter expert (Experts) must be approved in advanced by your Department Head and have written authorization of Compliance. In such events, meetings or calls, THINK employees may not request the outside consultant, advisor or expert to disclose information about his or her own employer, or to disclose any information as to which he or she has a duty of confidentiality (including any policies of the person's employer).

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