TRACFONE WIRELESS, INC.’S VENDOR CODE OF CONDUCT

TRACFONE Wireless, Inc. seeks, at all times, to conduct business in a professional, lawful, and ethical manner in every aspect of our business and in all of our day to day operations. We value our customers, employees, and business partners as true assets of our Company recognizing that they are key to the success we have achieved. The reputation of our Company depends upon the standards to which we hold these team members, both internally and externally. We expect our Vendors to share this perspective, and we, therefore, ask them to subscribe to certain business ethics and values, employment practices and legal and compliance requirements. This Code sets forth the minimum requirements all Vendors, as well as their employees, agents and subcontractors, must meet and adhere to in doing business with TRACFONE.

Business Ethics and Values

· Vendors will protect TRACFONE’s physical and intellectual assets when authorized by TRACFONE to use such assets and/or information subject to the terms of our agreements with each vendor.

· Vendors may only speak to the press or others on behalf of TRACFONE with the express written authorization to do so by TRACFONE’s General Counsel.

· Vendors must at all times, avoid any appearance of or actual improprieties and/or conflicts of interests.

· Vendors shall not enter into or maintain any business relationships, whether or not related to TRACFONE business, with any TRACFONE employee, or any immediate family member of a TracFone employee, without the express written permission of the President and CEO or Vice Chairman of TRACFONE.

· Vendors may not hire or otherwise utilize the services of any current TRACFONE employees under any circumstances for any purposes without the express, written consent of TRACFONE’s CEO and President or Vice Chairman.

Employment Practices

· Vendors should maintain a workforce free of harassment and unlawful discrimination. Vendors should not engage in any form of discrimination based on race, national origin, religion, age, disability, gender, marital status, sexual orientation or political affiliation.

· Vendors shall not provide financial compensation, benefits, services or significant gifts to TRACFONE employees or their immediate family members, unless specifically permitted by TRACFONE in writing.

· Vendors should abide by all applicable laws relating to wages and benefits and must pay the legally prescribed minimum wage.

· Vendors may not use child labor as defined by local laws and regulations.

· Vendors are prohibited from using forced or involuntary labor, including prisoners, bonded or indentured workers. TRACFONE will not purchase products from vendors using forced or involuntary labor.

· Vendors must provide workers with a safe and healthy work environment that complies with all applicable laws and regulations.

· Vendors shall provide workers with all benefits required by laws and regulations.

· Vendors must keep employee records in accordance with local and/or national regulations.

Legal and Compliance Requirements

· Vendors must at all times comply with all applicable federal, state and local codes, laws, regulations and ordinances including, without limitation,

o all country of origin laws and regulations relating to imported products,

o all antitrust and fair competition laws and regulations applicable in the jurisdictions in which they conduct business,

o all applicable environmental laws and regulations relating to hazardous materials, air emissions, waste and wastewater discharges, including the manufacture, transportation, storage and release to the environment of such materials, and

o the anti-corruption laws of the countries in which they do business, including the United States Foreign Corrupt Practices Act, and not make any direct or indirect payments or promises of payments to foreign government officials for the purpose of inducing the individual to misuse his/her position to obtain or retain business.

COMPLIANCE WITH TRACFONE’S VENDOR CODE OF CONDUCT

We request that every vendor comply with this Code of Conduct as a condition of doing business with TRACFONE. Vendors are expected to self-monitor their compliance with this Code of Conduct. A vendor’s failure to comply with these policies is sufficient cause for TRACFONE to exercise its right to terminate its business relationship with that vendor. Alternatively, if TRACFONE discovers a vendor’s noncompliance with this Code, TRACFONE may require the vendor to implement a Corrective Action Plan. Vendors are responsible for ensuring that their employees and representatives understand and comply with this Code of Conduct. Vendors have a duty under this Code of Conduct to inform TRACFONE’s General Counsel of any violations of these requirements.

California Transparency in Supply Chains Act Disclosure

TracFone makes this disclosure pursuant to the California Transparency in Supply Chains Act of 2010, a law which is designed to increase the amount of information manufacturers and retailers make public regarding their efforts to address the issue of slavery and human trafficking in their supply chains.

At TracFone, we are committed to conducting our business in a lawful and ethical manner, and we expect the same from our suppliers. As part of this commitment, we have no tolerance for slavery or human trafficking in our supply chain.

TracFone has taken the following steps to eradicate slavery and human trafficking from its supply chain:

Supplier Agreements. TracFone does not require its suppliers to certify that materials incorporated into their products comply with the slavery and human trafficking laws of the countries in which they are doing business. However, TracFone's standard purchasing agreement requires suppliers to comply with all applicable laws, including laws that govern slavery, human trafficking and other exploitative labor practices.

Company Responsibility. TracFone strives to establish and maintain close working relationships with its suppliers. TracFone does not rely upon third parties to verify its product supply chains in order to evaluate and address risks of slavery and human trafficking.

Audits. TracFone does not conduct, or engage third parties to conduct, onsite audits of its suppliers; however, many of those suppliers have their own codes of conduct and auditing programs which assist them in complying with TracFone's requirement that they operate their factories in accordance with all applicable laws.

Employee Training and Accountability. At this time, TracFone does not provide employees with training on slavery and human trafficking. However, employees who interact with suppliers are expected to report any potentially unlawful or unethical conduct that comes to their attention, including the presence of slavery or human trafficking in TracFone’s supply chain. Under TracFone’s Whistleblower Policy, any such report will be promptly and appropriately investigated.

TRACFONE is deeply committed to conducting business in accordance with the highest standards of honesty, ethics and integrity. By requiring adherence to the letter and spirit of this Code of Conduct, TRACFONE hopes to instill those same values in its vendors and foster strong, long-term and mutually beneficial relations.