General Insider Trading Policy
ATTENTION: Insider trading laws are complex and vary from jurisdiction to jurisdiction. As a result, certain Digital Edge subsidiaries may have their own stand-alone specific Insider Trading Policy (a “Specific Policy”) designed to comply with applicable law in the relevant jurisdiction. If you work for a Digital Edge subsidiary that has a Specific Policy, then you must follow such Specific Policy and this General Policy; in the event of a conflict, you must follow the stricter of the two policies.
- STATEMENT SUMMARY
DEA TopCo LP and its direct and indirect wholly owned and/or controlled subsidiaries (collectively, the “Company” or “Digital Edge”) expects its directors, officers, employees, and third-party business partners to comply with all applicable laws, rules, and regulations and to follow all internal Company policies, observing the highest ethical standards in the conduct of their duties and responsibilities.
Applicable laws prohibit “insider trading,” including the trading activities or purchase or sale of securities by persons who are aware of Material Non-Public Information about a company, as well as the disclosure of Material Non-Public Information about a company to others who then trade in the company’s securities. Our directors, officers, employees, and third-party business partners are restricted from engaging in insider trading, as well as indirectly providing Material Non-Public Information to others who trade. Digital Edge and its “controlling persons” can also face liability if they fail to take reasonable steps to prevent insider trading.
This General Insider Trading Policy (this “General Policy”) summarizes general insider trading rules and explains how Insiders can comply with laws prohibiting insider trading. This General Policy sets for guidelines but is not comprehensive and is not a substitute for appropriate judgment in connection with the purchase or sale of securities.
- STATEMENT APPLICATION & DEFINITIONS
This General Policy is applicable to the Company’s worldwide operations, provided that it must be read in conjunction with any applicable Specific Policy in the relevant jurisdiction. In the event of a conflict between this General Policy and an applicable Specific Policy, the stricter policy shall apply.
- Securities: This General Policy applies to “Securities.” Securities are common stock, preferred stock, options to purchase stock, warrants, convertible debt and/or derivative securities.
- “Company Securities” are Securities in the Company.
- “Covered Third Party Securities” are Securities of an entity with which we are doing or may do business, such an acquisition target, customer, vendor to supplier, or joint venture partners.
- Insiders: This General Policy applies to any “Insider.” Insiders include (a) members of our Board of Directors, corporate officers, and 10% stockholders; and (b) employees and consultants to Digital Edge or other persons associated with Digital Edge, including distributors, sales agents or other partners that may, in the course of their work with Digital Edge, receive access to confidential, Material Non-Public Information; and (c) household and immediate family members of those listed in (a) and (b) above, as well as family members whose Securities transactions are directed by an Insider or subject to an Insider’s influence or control. Insiders include not only individuals, but also trusts or entities controlled by such Insiders.
- Material Non-Public Information. Material Non-Public Information means information that is not known to persons outside Digital Edge and that could be relied upon or considered significant to an investor making a decision to buy or sell either our Company Securities or Covered Third Party Securities. It may be positive or negative.
- It is impossible to define all Material Non-Public Information, but it typically includes, without limitation (a) financial results, (b) future earnings or losses, (c) news of a pending or proposed sale, merger, acquisition, divestiture, or joint venture, (d) impending bankruptcy or financial liquidity problems, (e) major changes in senior management, (f) stock dividends or splits, (g) new equity or debt offerings, (h) contracts that are pending or being discussed, (i) regulatory approvals, (j) business plans, and (k) potential claims.
III. GENERAL RULES
- No Insider may buy or sell Company Securities at any time when they have Material Non-Public Information relating to Digital Edge.
- No Insider may buy or sell Covered Third Party Securities at any time when they have Material Non-Public Information relating to such third party that was obtained through their position at Digital Edge.
- No Insider may buy or sell Company Securities except after obtaining pre-clearance from the Policy Representative and in compliance with applicable laws (e.g., SEC Rule 10b-5). This applies to all Company Securities, including those of all Digital Edge subsidiaries.
- No Insider may engage in short sales of Company Securities.
- No Insider may buy or sell put options, call options, or other derivatives of Company Securities.
- No Insider may directly or indirectly disclose Material Non-Public Information to any third parties, including family members, or make recommendations or express opinions on the basis of Material Non-Public Information with regard to trading Securities.
- No Insider who receives or has access to our Material Non-Public Information may comment on price movement in Company Securities or rumors of other corporate developments that are of possible significance to the investing public, unless it is part of his/her job description (e.g., Investor Relations) or he/she gets prior express authority from the Policy Representative.
- No Insider may buy or sell Company Securities during any Black-Out Periods. This applies until the end of the first Black-Out Period after termination of employment or other relationship with Digital Edge. A “Black-Out Period” is the period commencing 20 days prior to release of quarterly or annual financial results and ending three full trading days thereafter. In addition, a “Black-Out Period” includes any time you have Material Non-Public Information and continues for three full trading days after such information becomes public (e.g., a press release, interim earnings guidance). Additional Black-Out Periods are not announced, but you will be informed if an additional Black-Out Period exists when you seek pre-clearance of a transaction in Company Securities.
- If you have engaged in or are aware of an actual or potential violation of this General Policy, you should immediately contact the Policy Representative.
The rules above do not apply to the exercise of vested stock options for cash under any equity, pension or stock option plan or any other plan where the market price does not affect the exercise price stated in the agreement.
If you believe an unanticipated, infrequent, and compelling event necessitates the purchase or sale of Securities during the Black-Out Period, you may submit a request for an exception to the Policy Representative and may complete such purchase or sale only after such exception is granted in writing. You should not expect, and you are urged not to rely on your ability to obtain, an exception.
Insiders may have access to Material Non-Public Information in accordance with their authority and scope of work; Insiders must not try to obtain Material Non-Public Information that is outside their authority and scope of work, including without limitation by theft, force, threats, or persuading other Insiders to provide them with such information.
Material Non-Public Information must be protected as Company confidential information pursuant to our Code of Conduct and Business Partner Code of Conduct. Insiders must protect such Material Non-Public Information accordingly and must use such information only for the benefit of the Company.
Insiders who violate this General Policy are subject to disciplinary action including potential ineligibility to participate in equity incentive plans or termination of employment or other engagement. The Company has adopted a Whistleblower Policy and maintains a helpline to address questions or concerns; the Company enforces a zero tolerance, non-retaliation policy that protects our employees when they raise a concern thereunder.
Laws on insider training are aggressively investigated and strictly enforced. These laws may be enforced by governmental authorities or, in certain cases, private litigants. The Company cannot defend you against an insider trading violation, and you would bear such costs yourself. Insiders found liable for insider trading may be subject to criminal and/or civil penalties, including jail time. Digital Edge may also be found liable for insider trading by any Insider. The consequences will depend on applicable law, and the facts and circumstances.
EFFECTIVE DATE: March 2022
If you have questions about this Statement, or any situation or concern, contact:
Policy Representative: John Freeman