CODE OF BUSINESS CONDUC T

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Message from Doug Britt
Boyd Corporation’s President & Chief Executive Officer

Each of us has a role to play in shaping Boyd’s culture
through our actions and how we engage with others.
By acting with honesty, integrity, inclusion and respect, webuild trust with each other, our business partners and thecommunities in which we operate. As the President andChief Executive Officer of Boyd Corporation, these values
are important to me because they allow us to better serve
our customers and attract top talent to work at Boyd.
Our Code of Business Conduct is designed to help you
understand Boyd’s expectations and navigate toughsituations you may encounter. Please take time to fully
understand this Code of Conduct and seek guidance fromour many internal experts if you have any questions.
I ask that you notify a leader or call Boyd’s anonymous
hotline right away if you have a concern or are aware ofa violation to this Code. I want to assure you that we willtreat all reports with the utmost seriousness and will not
tolerate retaliation against anyone that raises questions
or files a complaint in good faith. I want to continue tocultivate an environment that encourages our team to
speak up and preserve Boyd’s good reputation.
We win by working together, taking pride in our behaviors
and holding ourselves and each other accountable to thisCode. Thank you for doing your part to support Boyd’s
success!
Thank you,

Doug BrittCO D E O F B U S I N E SS CO N D U C T

Introduction
The success of our business
depends on the trust andconfidence we earn from ouremployees, customers, suppliers,
distributors and shareholders andour compliance with applicablelaws and regulations.
We gain credibility by honoring
our commitments, showing
respect to others, working withintegrity and reaching company
goals through honest conduct.
At times, we are all faced withdifficult ethical decisions. Boyd
Corporation1 has developed
this Code of Business Conduct(the “Code”) to outline our
expectations and provide
guidance for how you can makedifficult and transparent decisions
while conducting businesson behalf of Boyd. The Boyd
workplace is anywhere globallythat Boyd’s business and activities
are performed.
While we cannot address every
issue here, this Code should
provide insight into our corevalues, guidance on expectationsof how we conduct business andhow to escalate questions
and concerns.

1 “Boyd” collectively includes LTI Holdings, Inc.
and its subsidiary and affiliate companies.

Your Responsibility
Any individual that engages with Boyd, including
employees, directors, contractors, interns and third-party
representatives (collectively, “Colleague”) are expected
to conduct their business with honesty, integrity andin accordance with this Code, all Boyd policies andapplicable laws and regulations. Please read, understandand ask any questions you have related to this Code.

Manager Responsibilities
We want our Colleagues and other third parties weengage with to feel comfortable raising ethical and legal
concerns. As a manager at Boyd, you have a responsibility
to do the following:n Create an open and supportive environment withyour team where they know you will listen andaddress concerns.
n Set the expectation that work must be done ethically.
n Promptly address ethical questions or concerns.

Training
The information covered in this Code is critical tothe integrity of Boyd. For that reason, we require our
Colleagues to attend regular training on the information
covered in this Code.

Enforcement and Amendment
Failure to follow this Code, any Boyd policy or any
applicable law or regulation, may result in disciplinary
action, up to and including termination of employment or
your relationship with Boyd.
Boyd reserves the right to amend and interpret theCode at any time. Nothing contained in this Code shallconstitute a contract of employment with any Colleague
or conflict with at-will employment relationships.

CO D E O F B U S I N E SS CO N D U C T

Respect for Each OtherWe all deserve to work in an environment where we are treatedwith dignity and respect. Boyd is committed to creating this type ofenvironment because these are core values that bring out the fullpotential in each of us.

Protecting Against Harassment and Discrimination
Boyd will not tolerate workplace harassment or discrimination in any form by anyone who works
for or with us in any capacity. This includes harassment or discrimination based on anotherperson’s gender, race, color, ethnic background, age, religion, national origin or ancestry, ethnic
background, sexual orientation, gender identity, disability, pregnancy, marital status, veteranstatus, citizenship, genetic information or any other characteristic protected by law.

Boyd will quickly address all
allegations of harassment
and discrimination, as they
not only harm the victim,
but also those that witness it.
This type of behavior may beillegal and may subject Boydand responsible individuals
to liability and possible
criminal charges. Even if suchactions do not rise to thelevel of legally actionableharassment, they nonethelessare unacceptable in theworkplace and may violate
Boyd’s policies.

Depending on the circumstances, harassment or
discrimination may take the form of the following
examples:n

Verbal conduct – such as certain slurs, jokes,
pranks, epithets, derogatory statements.

nPhysical conduct – such as unwelcome gestures,
impeding movement.

nWritten harassment – such as certain notes,
poems, posters, letters, cartoons, drawings, orother visual or physical renderings.

n

Stalking or bullying of any kind.

n

Making business decisions based on
criteria other than an individual’s skills andqualifications – such as hiring and promotions.

Inclusion and Diversity

Fostering a Healthy and Safe Workplace

We promote inclusion and value
the diversity among our Colleagues,
customers, suppliers and other business
partners. As a Company that serves manyindustries and different geographic
areas, we appreciate and value that thisdiversity is what makes us a stronger
organization. Different backgrounds,
experiences and perspectives allow
us to address problems and serve ourcustomers better, which leads to future
growth and success.

Health and safety are top priorities and are theresponsibility of every Boyd Colleague. We strive tomaintain a safe workplace and to design and manufacture
safe products. Each Colleague must work in a safe mannerthat does not endanger themselves or others by following
safety and health rules and practices and promptly
reporting any accidents, injuries, and unsafe equipment,
practices, or conditions.

We each have a responsibility to foster
an environment of inclusion that makeothers feel valued and included.

In addition, we are a drug, alcohol, weapon and violence
free workplace . We will not tolerate threats of violenceor violent acts and will use appropriate legal means andcooperate fully with law enforcement agencies to ensure
violent behavior and threats are acted upon in a timely
manner and responded to appropriately.
We ask that each Colleague remain vigilant and report any
health, safety, violence or threats of violence immediately.

CO D E O F B U S I N E SS CO N D U C T

Respect for Boyd
We rely on all Colleagues of Boyd to act in the best interest of Boyd andprotect our position as a premier technology company. We ask that
all Colleagues take this responsibility seriously and do not act in a waythat jeopardizes Boyd’s position or reputation in the market.

Protect Proprietary Information and Intellectual Property
Protecting Boyd’s confidential and proprietary information, as well as non-public information
entrusted to us by customers, suppliers and other business partners, is vital to our successand competitive advantage.
Confidential and proprietary information includes,
but is not limited to, internal business information,plans, financial performance, research anddevelopment efforts, competitive intelligence,
product designs, manufacturing processes, newproduct development, pricing data, contact
information for or lists of customers and suppliers,and other information or materials which are notmade known to the public. We will not disclose
Boyd’s confidential and proprietary information
without a valid business reason and without
proper authorization and protective measures.
Similarly, we must protect and respect theconfidential information and intellectual
property of third parties. If you are provided
with competitor’s sensitive and confidential
information, contact Boyd’s Legal and ComplianceDepartment immediately.

Avoid Conflicts of Interest
We expect all Colleagues to conduct
themselves in accordance with the highest
standards of integrity, honesty and fairdealing to prevent any conflict between
our personal interests and the interests ofBoyd. Conflicts of interest can arise when our
personal relationships and financial interests
coincide with our job responsibilities. You
need to navigate these potential conflicts
carefully to ensure they do not improperly
influence your decision-making or harm
Boyd’s reputation.
Determining whether a conflict of interest
exists is not always easy. If you have apotential conflict or have questions, contact
your manager, Human Resources or theBoyd Legal and Compliance Department for
further guidance.

Below are some examples when potential
conflicts of interest could arise:n If your family member is employed by acustomer or supplier in a position that may
interact with Boyd in any business-related
activity.
n You directly supervise a family member.
n You own or have substantial interest in acompetitor, customer, supplier or contractor.
n You have a personal or financial interest in aBoyd transaction that is within the scope of yourjob duties.
n You engage in a self-employment agreementwith a Boyd competitor.
n You award business to a firm owned or controlled

by a Boyd Colleague, a Colleague’s family
member or a Colleague’s closely related person.
n You conduct outside activities that detract fromor interfere with your job duties.

CO D E O F B U S I N E SS CO N D U C T

Travel and Expense

Keep Accurate Records

We ask that you be responsible
when traveling or conducting
business on behalf of Boyd. All
expenses and behaviors need
to be aligned with Boyd’s Global
Travel and Expense policy.

Preparing and maintaining accurate business and financial records
is essential for us to make sound business decisions, measure our
successes and provide data to customers and other business partners.

Use of Company
Resources andNetwork Security
Boyd provides you with various
resources, such as time, material,and equipment, to help you
perform your job effectively.
Inappropriate use of company
resources is not allowed.
Company resources should be
used for business purposes,
but may be used for limited
personal reasons so long as it
does not interfere with your job
responsibilities, is not used toaccess or administer inappropriate
content, or negatively impact
Boyd in any way.
If you have any reason to believethat our network security
has been violated or lose any
property that may have Boyd
information stored on it, such as
your laptop, report this to the
Information Technology Team
immediately.

All company records, funds and assets must be properly disclosed or
accounted for in Boyd’s regular books and records and must be true,
accurate, complete, entered promptly and in accordance with the law.
You must also comply with the following requirements
related to business records:
n You may not improperly influence, manipulate, mislead orinterfere with any audit.
n You shall not make or cause another individual to make any

false entries or omit any significant information.
n You shall not create or provide any false or misleading

content, testing or certification data for products or materials.
n It is strictly prohibited to use funds, other assets or provide

services for any illegal or non-business-related purpose.
n You shall not create or be party to creating any false or

misleading documentation that supports the disbursement
or receipt of funds.
n You may not establish undisclosed or unrecorded accounts,

funds or assets.
n You must maintain complete and accurate supporting

documents, including consolidating entries, expense
reports, production and inventory counts, time cards, quality
reports, sales records, attendance statements and supplier
documents.
n You must retain and dispose of information (e.g. emails,

electronic files, paper documents, market research, financials,etc.) in accordance with any applicable document retention
policies.
If a Colleague becomes aware of false or misleading entries or are
asked to make such entries in the books or records of Boyd, contact
the Chief Financial Officer or Legal and Compliance Department
immediately.

Respect for Other Companies
Boyd depends on its reputation for quality, service, and integrity. The way weinteract with other companies and competitors forms our reputation, builds longterm trust and ultimately determines our success.
We expect that you deal fairly with Boyd’s competitors and their employees andother companies with which we do business. We must never take unfair advantage
of others through manipulation, concealment, abuse of confidential information,
misrepresentation of material facts or any other unfair business practices.

Engage in Fair Competition
We are dedicated to ethical, fair and vigorous competition.
Below are a few guidelines to ensure we are competing
legally and fairly in the market:
n We will make independent pricing and marketing

decisions and will not illegally coordinate our activities,
bids or pricing with our competitors, customers, vendorsor other third parties.
n We will not agree with competitors to rig bids, to allocate

customers or markets, or boycott a supplier or customer.
n We will not make disparaging remarks about ourcompetition to gain a competitive advantage or enter
into a business arrangement or pursue a strategy withthe sole purpose of harming a competitor.
n We will not share competitively sensitive information(e.g., prices, costs, market distribution, etc.) withcompetitors.
n We will only use legitimate sources to gather information

concerning our competitors and will not use Illegal andunethical practices to obtain competitive information.
n Colleagues shall not bring to the workplace or in any

way use sensitive and confidential information ofprevious employers.

CO D E O F B U S I N E SS CO N D U C T

Improper Payments: Gifts and Entertainment
Actions taken by Boyd and its Colleagues on behalf of the company are strictly regulated by antibribery
laws in every country in which Boyd is located. Boyd is committed to competing solely on the merit of our
products and services. Under no circumstance will we offer or accept bribes or improper payments.

Government Officials 2

Non-Government Officials

Offering gifts, entertainment, orother business courtesies can easily
create the appearance of a conflictof interest and be perceived asbribes. Such actions are especiallyproblematic if you are interactingwith a government official. Giving
or promising to give cash payments,
loans, offers of money, politicalor charitable contributions, paidor unpaid jobs or internships for
relatives, services, gifts, or anythingelse of value to or for a government
official for the purpose of influencing
any decision is prohibited whether
they are given to gain a businessadvantage or not. Payments madeindirectly or through a third-party
intermediary are also prohibited.

Receipt of kickbacks, personal rebates, or payments of money,
property, or services, for the purpose of obtaining, awarding
or conducting business, or any other special considerations
are strictly prohibited. You should be careful when you give or
receive gifts and pay for meals, entertainment, or other businesscourtesies for third parties on behalf of Boyd. We want to avoid
the possibility that these could be perceived as a bribe, so it isalways best to provide such business courtesies infrequently
and, when you do, to keep their value moderate.

If you are unsure of how tohandle the situations above, seek
guidance from your manager,
Human Resources or the Legal andCompliance Department.

We recognize that there may be situations where you are
offered or may need to extend an offer for customary businessentertainment, hospitality or gifts.
In appropriate circumstances, Boyd may pay reasonable travel
expenses for actual or potential customers or other business
partners, where the expenditures are directly related to thepromotion, demonstration or explanation of Boyd’s products
and services or Boyd’s performance of a contract with suchbusiness partner. In these cases, advance written approval isrequired from the Boyd Legal and Compliance Department.

Ask yourself the below questions before extendingor receiving business entertainment or hospitality:n Is doing so allowed in this situation?

2 “Government officials” include (i) any officer or
employee of the government, a government-owned
or government-controlled company or a public
international organizations (such as the United
Nations and the World Bank); (ii) any political party,
official of a political party and any candidate forpolitical office, any person engaged in public duty
in a government agency, including any elected or
appointed official or employee of a government,at any level; or (iii) any person acting in an official
capacity for a government, government agency, or
state-owned enterprise.

n Does it legitimately support our business?
n Is it moderate in value, reasonable, proportionate,

and customary?
n Could it be viewed as an attempt to influence abusiness decision or action improperly?
n Would this embarrass you or Boyd if it was on thefront page of the newspaper?

Use of Agents, Distributors, Consultants, and Other Third Parties
Boyd occasionally engages third parties to act
on its behalf, including agents, distributors,
consultants, contractors or other third parties(referred to in this Code as “Agents”). All Agents areheld accountable to Boyd standards and policies,
including this Code.
You must conduct sufficient due diligence before
entering in any agreement with an Agent.

This includes confirming if the Agent is qualified
to perform the work, if the Agent has any personalor professional ties to a government official andconducting reference checks from past clients.
Every agreement with an Agent must be inwriting and be approved in advance by the Chief
Commercial Officer and Legal and ComplianceDepartment.

CO D E O F B U S I N E SS CO N D U C T

Respect for The Law
Boyd is committed to fully complying with all laws, rules and regulations inlocations where we do business. You should ask for guidance and understandthe local laws, standards and customs that may apply to the work you aredoing for Boyd.
If a law conflicts with this Code or any Boyd policy, or you are unsure if an action
is permitted by law or Boyd policy, you should seek advice from the area expert,
such as Human Resources or the Legal and Compliance Department.

Privacy and Personal
Information
We are entrusted with personal
information by our employees,
directors, business partners and others.
We must protect this sensitive data,
keep it confidential and secure it inaccordance with all applicable laws
and regulations, Boyd policies andapplicable agreements. You mustnever use personal information forany purpose for which it was notintended, and where permitted, itshould only be shared on a need-toknow basis. If you believe personal
information has been improperly
gathered, used, or disclosed, promptly
contact your local Data Privacy Officer
or Data Protection Delegate (Europe),
Human Resources or the Legal andCompliance Department.

Global Trade
All governments restrict the import and export of ourgoods and services to some extent. We will fully comply
with all trade laws, embargoes and economic sanctions.
We will not, unless otherwise authorized by law or
regulation, deliver any products that contain any partor material that originated from a U.S. sanctioned party(including but not limited to those designated by the U.S.
Department of Treasury, U.S. Department of Commerce,
Office of Foreign Assets Control, Specially DesignatedNational) or from a U.S. sanctioned country.
Be especially careful when transferring software, technicaldata or any technology across borders, as there may
be strict trade regulations that govern the sharing of
this information and technology. This includes, without
limitation, following all International Traffic in Arms
Regulations (ITAR) in our facilities that support UnitedStates aerospace and defense contracts.
If you have any questions related to global trade,please contact your manager or the Legal andCompliance Department.

This Code is not meant to interfere with your freedom to engage in legally protected conversations or activities related to yourterms of employment, including where applicable, rights of United States Colleagues under the National Labor Relations Act.

CO D E O F B U S I N E SS CO N D U C T

Respect for Social Responsibilities
Boyd is committed to corporate social responsibility and doing theright thing in business and in the communities in which we reside.
We value integrity, safety, diversity and sustainability. We strive
to be transparent, accountable and responsive to our Colleagues
and stakeholders.

Human Rights and Fair Labor Practices
Boyd respects human dignity and human rights and believes in fair labor practices
in all locations where we do business. We also expect that our customers, suppliers
and other businesses partners to uphold these same values.
We do not tolerate human trafficking, slavery, servitude, forced and compulsory
labor or child labor in any form. We are committed to fully complying with allapplicable human rights and labor and employment laws, rules and regulations,
including with limitation, those related to freedom of association, collective
bargaining, immigration, working time, wages and hours. Boyd is committed to
implementing and enforcing effective systems and controls within our businessand across our supply chain to mitigate the risk of such practices.
Boyd takes human rights violations and fair labor practices seriously and will act
quickly to address any issues. This may include reporting to law enforcement andtaking disciplinary action up to and including termination of employment andbusiness contracts.

Environment andSustainability

Charitable and PoliticalContributions

Boyd complies with all applicable laws andregulations governing product content andthe use, emission, storage, transportation,and disposal of potentially hazardous
materials. We strive to conduct operations
in a manner that minimizes the impact
on the environment and to use resources
efficiently, minimize waste, and reuse or
recycle whenever possible. We promoteconservation and making environmental
responsibility a habit at work and at home.

Boyd makes contributions to charities thatare aligned with our corporate mission andsupport communities where we do business.
Boyd follows a strict approval process prior to
making any contributions to ensure charities
are legitimate and that contributions are
made in compliance with applicable laws andcompany policies. Donations offered in returnfor any improper or favorable treatment arestrictly prohibited.

If you have reason to believe that potentiallyhazardous materials are not being properly
handled by Boyd, or that environmental
control equipment is not being properly
monitored and maintained, contact yourmanager or the Legal and ComplianceDepartment immediately.

No Colleague may make a political orcharitable contribution on behalf of Boyd.
Colleagues may make personal contributions,but reimbursement of such contributions byBoyd is prohibited.

Questions and Reporting
If you have any questions about this Code or would like to reporta situation that you believe may be a violation of this Code,contact any of the below individuals:
n Your Supervisor or Manager
n Human Resourcesn Legal and Compliance Departmentn Company President and Chief Executive Officern Any Other Boyd Leader

In addition, you may anonymously and in the language of yourchoice, report any conduct which may be in violation of this Code,any Boyd policy or the law, by contacting the independent thirdparty hosted Ethics Hotline as follows:n International Direct and United States:+1 (844) 990-0400
n Local Country Phone Numbers:

Go to www.lighthouse-services.com/boydcorp to find yourrespective country’s local tollfree phone number.
n Submit Online:

Go to www.lighthouse-services.com/boydcorp.
Boyd encourages a transparent and open culture, and we will
not tolerate retaliation against any individual for raising genuine
ethical, legal, health and safety or other concerns in good faith.
Retaliation is any negative action that would deter a person frommaking a report or participating in an investigation. If you feelthat you may have been retaliated against, please report thatbehavior immediately.

Revised June 2020