Code of Conduct

Last Updated: January 2021

MCE SYS Ltd. and its subsidiaries (the “Company” or “MCE”) are committed to promoting integrity, honesty, professionalism and maintaining the highest standards of ethical conduct in all of the Company’s activities. The Company’s success depends on its reputation for integrity and fairness. Therefore, it is essential that the highest standards of conduct and professional integrity be observed in all contacts made by the Company’s directors and employees, including officers (each, a “Covered Person”), with customers, shareholders, suppliers, governmental officials, fellow employees and members of the general public. In this regard, the Company has established this written set of policies dealing with the rules and policies of conduct to be used in conducting the business affairs of the Company (this “Code”).

No code or policy can anticipate every situation that the Company’s directors and employees may encounter. Accordingly, this Code highlights areas of ethical risk, provides guidance in recognizing and dealing with ethical issues, and establishes mechanisms to report unethical conduct.

Each Covered Person is responsible for adhering to the standards in this Code; when in doubt, all Covered Persons are encouraged to seek guidance and express any concerns they may have regarding this Code. Questions regarding these rules and policies should be directed, and concerns or possible violations of these rules and policies should be promptly reported, to the Company’s General Counsel at [email protected] and/or the Chief Financial Officer at [email protected].

All Covered Persons will be provided with a copy of this Code upon beginning service at MCE. The Company will provide training and education about the Code and our other important policies and guidelines. A copy of this Code is also available to all Covered Persons by requesting one from the human resources department or by accessing the Company’s website, and Covered Persons will acknowledge that they are subject to the Code when joining the Company, and will receive a copy of the Code once annually.

This Code does not replace any employment contract to which an employee is party and does not in any way constitute a guarantee of continued employment with the Company. The Code shall not supersede the individual employment agreements and other agreements between the Company and its Covered Persons. In addition, certain matters covered by the Code are also regulated by applicable law. The provisions of the Code are in addition to any applicable law and subject to any such law. Covered Persons are encouraged to approach the Company’s General Counsel or CFO with any questions they may have regarding the respective applications of the Code and the applicable laws, rules and regulations. The Company reserves the right to amend, modify, waive or terminate any or all of the provisions of the Code at any time for any reason.

The Company and its Covered Persons shall comply with all laws, rules and regulations applicable in any jurisdiction where the Company conducts business, including, without limitation, insider trading laws, antitrust laws and other fair competition laws. Anyone who has questions about whether particular circumstances may involve illegal conduct, or about specific laws that may apply to their activities, should consult the General Counsel or CFO.

Each Covered Persons should endeavor to deal fairly with customers, shareholders, suppliers, competitors, government officials and employees of the Company. No Covered Persons should take unfair advantage of any third party through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

Conflicts arise in numerous situations, and it is not possible to categorize such potential conflict. Each employee is responsible for evaluating these situations and conferring with his or her manager, or the General Counsel or CFO. In connection with the Code, we have also adopted the following conflicts policies relating to business or financial interests of employees of the Company:

The foregoing list of conflicts is not exclusive, and other situations or circumstances that are not listed could give rise to conflicts. It is the responsibility of each employee to identify potential conflicts and consult with his or her manager, the General Counsel or CFO, or other appropriate personnel concerning conflicts.

Without derogating from the liabilities of office holders pursuant to the Israeli Companies Law 5759-1999, as indicated under “Conflicts of Interest” above, Covered Persons are prohibited from taking (or directing to a third party) a business opportunity that is discovered by them through the use of Company property or information or presented to them in their capacity as a Covered Person. In addition, Covered Persons are prohibited from using corporate property, information or their position for personal gain, and from competing with the Company. Covered Persons owe a duty to the Company to advance the Company’s legitimate interests when the opportunity to do so arises.

Each Covered Persons is free to engage in personal volunteer political activity and contribute personal resources to candidates and parties in any manner consistent with applicable laws. While you are encouraged to participate in your community and the political process, you may not create the impression that you are speaking or acting for or on behalf of the Company.

Antitrust laws are intended to protect and promote free and fair competition. Israeli and U.S. antitrust laws may apply to the Company, as well as similar laws in any other jurisdiction in which the Company does business. Therefore, Covered Persons should not exchange information with competitors regarding prices or market share and should refrain from exchanging other information that could be construed as a violation of antitrust laws.

The following agreements and arrangements are among those that may constitute violations of applicable laws and must not be engaged in under any circumstances:

A violation of antitrust laws is a serious offense. In Israel and in the United States, it is not uncommon for individuals to be criminally prosecuted and the practice of prosecuting individuals is also developing elsewhere. Covered Persons should report to the Company’s General Counsel or CFO any instance in which such discussions are initiated by representatives of other companies.

The giving and receiving of gifts can be a common and valid business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business partners. Gifts and entertainment, however, should never compromise, or appear to compromise, any person’s ability to make objective and fair business decisions, or the ability of others tomake their own objective and fair business decisions. In addition, it is important to note that the giving and receiving of gifts are subject to a variety of laws, rules and regulations applicable to the Company’s operations. These include, without limitation, laws covering the marketing of products, bribery, and kickbacks. Each Covered Person is expected to understand and to comply with all laws, rules and regulations that apply to his or her job position.

The United States Foreign Corrupt Practices Act (“FCPA”) prohibits giving anything of value to officials or political parties of foreign governments in order to obtain or retain business or to gain any improper advantage, and applies to the Company by virtue of the issuance of the Company’s shares in the United States.

Furthermore, the laws of many jurisdictions limit, and often prohibit, giving gifts (even token gifts or Company-identified items) and other things of value to government officials (e.g., meals, travel and accommodations, entertainment, charitable donations made at the direction of a government official), their staffs and the families of both. For the purposes of this Code and the Anti-Corruption Compliance Policy, a gift is considered of nominal value if its retail value is less than $100 or its equivalent. Even if the gift is less than nominal value, Covered Persons should only accept it if it is consistent with common business practice. Any offer to a Covered Person of a gift or other business courtesy that exceeds nominal value, or that seems inconsistent with common business practices, should be immediately reported to the General Counsel or CFO. The UK Bribery Act 2010 (“UK Bribery Act”), also prohibits improper transactions between private companies and individuals, even non-government officials. The UK Bribery Act prohibits these transactions wherever they occur. Under the UK Bribery Act, companies are liable for acts of bribery committed by their foreign or domestic agents and associated third parties.

Without derogating from any other agreement or legal obligation such as non-disclosure agreements signed with the Company, every Covered Person is obligated to protect the Company’s confidential information, as well as that of users, suppliers, shareholders, fellow employees and third parties who disclosed information to the Company in confidence.

Information on the Company’s activities, strategies, sensitive or personal information about Company employees such as salary, and business data is proprietary. Such confidential information includes all nonpublic information that might be of use to the Company’s competitors, or harmful to the Company or the Company’s customers or vendors, if disclosed. The Company believes that its confidential proprietary information and data are important corporate assets in the operation of its business and prohibits the use or disclosure of this information, except when disclosure is authorized or legally mandated. All Covered Persons must be careful not to disclose such information to unauthorized persons, either inside or outside the Company, and must exercise care to protect the confidentiality of such information received from any other party. To protect this information, it is Company policy that:

Covered Persons should not accept information offered by a third party that is represented as confidential, or which appears from the context or circumstances to be confidential, unless an appropriate nondisclosure agreement has been signed with the party offering the information.

Company assets are to be used only for the legitimate business purposes of the Company and only by authorized Covered Persons or their designees. This includes both tangible and intangible assets.

Some examples of tangible assets include equipment such as computers, supplies, vehicles, telephones, copy machines and furniture. Some examples of intangible assets include intellectual property such as know-how, pending patent information, trade secrets or other confidential or proprietary information (whether in printed or electronic form). MCE’s name and any name, trademark, service mark, logo or trade name associated with it or any of its products are valuable assets of the Company and may not be used by Covered Persons for any purpose except in connection with the furtherance of Company business.

Covered Persons are responsible for ensuring that appropriate measures are taken to assure that Company assets are properly protected. In addition, Covered Persons should take appropriate measures to ensure the efficient use of Company assets, since theft, carelessness and waste may have a direct impact on the Company’s profitability.

To protect the Company’s physical assets, management approval is required for the removal of any equipment that is not designated as portable and for the employee’s use (i.e., a laptop computer) from the Company premises in order to enable use of the equipment by all of the Company’s employees.

The Company seeks to maintain a high standard of accuracy and completeness in its financial records.

These records serve as the basis for managing the Company’s business, for measuring and fulfilling its obligations to employees, customers, suppliers and others, and for compliance with tax and financial reporting requirements. These records are available for inspection by management and auditors.

In the preparation and maintenance of records and to ensure the effectiveness of the Company’s internal controls over financial reporting, all Covered Persons must, to the extent applicable to the function of such Covered Person at the Company:

Collecting information on competitors from legitimate sources to evaluate the relative merits of their products, services and marketing methods is proper and often necessary. However, the ways information should be acquired are limited. Covered Persons are prohibited from using improper means, such as theft, illegal entry or electronic eavesdropping in the gathering of competitive information. Covered Persons are also prohibited from seeking confidential information from a new employee who recently worked for a competitor, or misrepresenting their identity in the hopes of obtaining confidential information from a competitor. Any form of questionable intelligence gathering is strictly against Company policy.

The Company’s policy is to respect the copyrights that protect computer software and to strictly adhere to all relevant laws and regulations regarding the use and copying of computer software. Therefore, the unauthorized duplication of software, whether or not owned by the Company, is prohibited, even if such duplication is for business purposes, is of limited duration or is otherwise accepted local practice. For the avoidance of doubt, the foregoing does not apply to computer viruses and other malware that are the subject of the Company’s protective efforts with respect to its users.

All electronic media and communication systems, including the Company’s email system, intranet and Internet access are Company assets and are to be used for appropriate purposes only. All Covered Persons should use the same care, caution and etiquette in sending email messages as in all other written or oralbusiness communications. The Company will not tolerate discriminatory, offensive, defamatory, pornographic and other illegal or inappropriate messages or materials sent by email or accessed through the Internet aside from what may be occasionally required by certain employees to perform ordinary Company duties and responsibilities. Since the email system and Internet connection are Company resources, the Company reserves the right at any time to monitor and inspect without notice, all electronic communications on devices owned by the Company or devices on the Company’s network, premises or used in the business of the Company.

Only employees who are specifically authorized by the Company may commit the Company to others. A “commitment” by the Company includes the execution of any written agreement or any other undertaking that obligates or binds the Company in any respect, whether or not it involves the payment of money. Employees should never execute a document or otherwise commit the Company unless they have clear authority to do so. Employees should check with their direct manager to determine what authority has been delegated to them.

We believe in respecting the dignity of each employee and expect each employee to show respect for all Company employees, managers, customers and vendors. Respectful, professional conduct furthers our mission, promotes productivity, minimizes disputes, and enhances our reputation. Accordingly, we’re committed to creating a work environment that promotes equal opportunity and is free of unlawful discrimination, including harassment based on any legally protected status. Any form of discrimination or harassment violating Company policy will not be tolerated whatsoever, and we will not allow retaliation against anyone who reports a violation of these policies in good faith.

MCE seeks to have a workplace that is free of illegal drugs and improperly used controlled substances. Illegal drug use and prescription drug and alcohol misuse in the workplace result in lower productivity, increase the risk of injuries, present a threat to all employees and will not be tolerated.