CODE OF ETHICS AND BUSINESS CONDUCT
1. Introduction.
1.1 The board of directors of Warrantee Inc., joint-stock corporation organized under
the laws of Japan (together with its subsidiaries, the “Company”), is committed to conducting
the businesses of the Company in accordance with applicable laws, rules, and regulations andthe highest standards of business conduct. This Code of Ethic and Business Conduct (this“Code”) covers a wide range of business practices and procedures. It does not cover every
issue that may arise, but it sets out basic principles to guide all directors, corporate auditors,
officers, and employees of the Company. The Company has adopted this Code in order to:(a) promote honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest;(b) promote full, fair, accurate, timely, and understandable disclosure in its
communications with and reports to its shareholders, including reports filed with the
U.S. Securities and Exchange Commission (the “SEC”) and, if applicable, the securities
regulators in Japan, and in other public communications made by the Company;(c) promote compliance with applicable governmental laws, rules, andregulations, including compliance with rules and regulations of the SEC and The
NASDAQ Stock Market LLC (“NASDAQ”);(d) promote the protection of Company assets, including corporate opportunities
and confidential information;(e) promote fair dealing practices;(f) deter wrongdoing; and(g) ensure accountability for adherence to this Code.
1.2 All directors, corporate auditors, officers, and employees are required to be familiar
with this Code, comply with its provisions and report any suspected violations as described
below in Section 12.
2. Honest and Ethical Conduct.
2.1 The Company’s policy is to promote high standards of integrity by conducting its
affairs honestly and ethically. This Code applies to all directors, corporate auditors, officers,
and employees of the Company, whether they work for the Company on a full-time, part-time,
consultative, or temporary basis.
2.2 Each director, corporate auditor, officer, and employee must act with integrity andobserve the highest ethical standards of business conduct in his or her dealings with theCompany’s customers, suppliers, partners, service providers, competitors, employees, andanyone else with whom he or she has contact in the course of performing his or her job.

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3. Conflicts of Interest.
3.1 A conflict of interest occurs when an individual’s private interest (or the interest ofa member of his or her family) interferes, or even appears to interfere, with the interests of theCompany as a whole. A conflict of interest can arise when an employee, officer, corporate
auditor, or director (or a member of his or her family) takes actions or has interests that may
make it difficult to perform his or her work for the Company objectively and effectively.
Conflicts of interest also arise when an employee, officer, corporate auditor, or director (or amember of his or her family) receives improper personal benefits as a result of his or her
position in the Company. In general, the following are considered conflicts of interest:(a) Competing Business. No director, corporate auditor, officer, or employee
may be employed by a business that competes with the Company or deprives theCompany of any business.
(b) Corporate Opportunity. All directors, corporate auditors, officers, andemployees owe a duty to the Company to advance its interests when the opportunity
arises. No director, corporate auditor, officer, or employee may take for themselves
personally (or for the benefit of friends or family members) opportunities that are
discovered through the use of Company assets, property, information, or position. No
directors, corporate auditors, officers, and employees may use Company assets,
property, information, or position for personal gain (including gain of friends or family
members).
(c) Financial Interests.
No director, corporate auditor, officer, or employee may have any
financial interest (ownership or otherwise), either directly or indirectly
through a spouse or other family member, in any other business or entityi.
if such interest adversely affects such person’s performance of duties or
responsibilities to the Company, or requires such person to devote time
to it during his or her working hours at the Company;
No director, corporate auditor, officer, or employee may hold any
ownership interest in a privately held company that is in competition with
the Company. Notwithstanding the foregoing, directors, corporate
auditors, officers, and employees may hold less than 5% ownershipii. interest in a publicly traded company that is in competition with theCompany; provided that if such person’s ownership interest in such
publicly traded company increases to 5% or more, he or she must
immediately report such ownership to the board of corporate auditors of
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No director, corporate auditor, officer, or employee may obtain loans orguarantees of personal obligations from, or enter into any other personal
financial transaction with, any company that is a material customer,
supplier, or competitor of the Company. This guideline does not prohibitiii. arms-length transactions with recognized banks or other financial
institutions. Loans by the Company to, or guarantees by the Company ofobligations of, employees or their family members are of special concern
and could constitute improper personal benefits to the recipients of suchloans or guarantees, depending on the facts and circumstances; andUnless pre-approved by the Board of Corporate Auditors, no director,
corporate auditor, officer, or employee may hold any ownership interest
iv. in a company that has a business relationship with the Company if such
person’s duties at the Company include managing or supervising theCompany’s business relations with that company.
(d) Service on Boards and Committees. No director, corporate auditor, officer,
or employee may serve on a board of directors or trustees or on a committee of any
entity (whether profit or not-for-profit) whose interests could reasonably be expected toconflict with those of the Company. Directors, corporate auditors, officers, andemployees must obtain prior approval from the Board of Corporate Auditors before
accepting any such board or committee position. The Company may revisit its approvalof any such position at any time to determine whether such person’s service in such
position is still appropriate.
3.2 Whether or not a conflict of interest exists or will exist can be unclear. Conflicts ofinterest should be avoided unless specifically authorized as described in Sections 3.3 and 3.4.
3.3 Persons other than directors, corporate auditors, and executive officers who havequestions about a potential conflict of interest or who become aware of an actual or potential
conflict should discuss the matter with, and seek a determination and prior authorization orapproval from the Board of Corporate Auditors. A supervisor or an officer may not authorize
or approve conflict of interest matters or make determinations as to whether a problematicconflict of interest exists without first providing the Board of Corporate Auditors with awritten description of the activity and seeking the Board of Corporate Auditors’ written
approval. If the supervisor or officer is himself involved in the potential or actual conflict, thematter should instead be discussed directly with the Board of Corporate Auditors.
3.4 Directors, corporate auditors, and executive officers must seek determinations andprior authorizations or approvals of potential conflicts of interest exclusively from the Boardof Corporate Auditors.
4. Compliance.

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4.1 Employees, officers, corporate auditors, and directors should comply, both in letterand spirit, with all applicable laws, rules, and regulations in the cities, states, and countries inwhich the Company operates.
4.2 Although not all employees, officers, corporate auditors, and directors are expected
to know the details of all applicable laws, rules, and regulations, it is important to know
enough to determine when to seek advice from appropriate personnel. Questions aboutcompliance should be addressed to the Board of Corporate Auditors.
5. Disclosure.
5.1 The Company strives to ensure that the contents of and the disclosures in any reports
and documents that the Company files with the SEC or other regulatory authorities, and otherpublic communications, shall be full, fair, accurate, timely, and understandable in accordancewith applicable disclosure standards, including standards of materiality, where appropriate.
Material information with respect to the Company must be promptly disclosed.
5.2 The Company’s periodic reports and other documents filed with the SEC, including
all financial statements and other financial information, must comply with applicable federal
securities laws and SEC rules.
5.3 Each director, corporate auditors, officer, and employee who contributes in any way
to the preparation or verification of the Company’s financial statements and other financial
information must ensure that the Company’s books, records, and accounts are accurately
maintained. Each director, corporate auditor, officer, and employee must cooperate fully with
the Company’s accounting and internal audit departments, as well as the Company’s
independent public accountants and counsel.
5.4 Each director, corporate auditor, officer, and employee who is involved in the
Company’s disclosure process must:(a) be familiar with and comply with the Company’s disclosure controls andprocedures and its internal control over financial reporting; and(b) take all necessary steps to ensure that all filings with the SEC and all otherpublic communications about the financial and business condition of the Company
provide full, fair, accurate, timely, and understandable disclosure.
6. Insider Trading. The U.S. federal and applicable Japanese securities laws are built on thepremise that a purchaser and a seller of securities should have equal access to important
information regarding the company whose securities they are trading. Consequently, securities
laws generally forbid an investor from purchasing or selling securities based upon inside
information not available to the other party.
The consequences of insider trading violations can be severe. Directors, corporate auditors,
officers, and employees who trade on inside information, or who communicate (or tip) thisinformation to others so that they may trade on it, may face a civil penalty of up to three times the
profit gained (or loss avoided), a substantial criminal fine and a jail term of up to 20 years.
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Additionally, if the Company or its senior officers do not take appropriate steps to prevent a
director, corporate auditor, officer, or employee from insider trading, the Company may also face
severe legal consequences, including, among other things, substantial criminal penalties.
6.1 Policy Statement.
(a) Directors, corporate auditors, officers, and employees who have material,
non-public (i.e., inside) information about the Company must not buy or sell Company
securities until a reasonable time after the inside information has been publicly
disclosed. Directors, corporate auditors, officers, and employees are only allowed to
trade in Company securities during certain designated periods, known as “Trading
Windows,” and also are required to obtain prior clearance from the Board of Corporate
Auditors before engaging in any trades in Company securities. You also must notdisclose inside information to others outside the Company until a reasonable time after
the information has been publicly disclosed.
(b) In addition, it is never appropriate for you to advise others to buy or sellCompany securities, and you are prohibited from doing so while in possession of any
material inside information.
(c) The Company further prohibits any director, corporate auditor, officer, or
employee to sell “short” Company securities, or engage in other transactions where theperson will earn a profit based on a decline in the Company’s share price.
(d) The Company also prohibits all directors, corporate auditors, officers, andemployees from engaging in any speculative trading involving Company securities,
including purchasing or selling “put” options, “call” options, or other publicly-tradedoptions or derivatives on Company securities.
(e) These rules also apply to the use of material, non-public information aboutother companies (including, for example, the Company’s clients, competitors, andpotential business partners).
(f) In addition to you, these rules apply to your spouse, children, and any otherfamily members living with you in your household.
6.2 Further Explanation.
(a) Inside information is material information about a company, including theCompany, that has not been publicly disclosed.
(b) Information is material if there is a likelihood that a reasonable investor
would consider it important in making an investment decision to purchase, sell, or holdsecurities. It includes any information that could reasonably affect the price of a security
and may be either positive or negative information. Examples of information that may
be material include, among others, financial results or projections; proposed mergers,
acquisitions, or other changes in assets or business; events regarding the Company’s
securities, such as redemption, changes in dividends, or share splits; changes in{HTFL00157276; 1}

customary earnings trends, and information relating to the Company’s products,
services, intellectual property, or research and development efforts; developments
regarding our partners, agents, distributors, or customers; changes in senior
management, key personnel, or the board of directors; and litigation.
(c) Information is non-public until the time it has been effectively disclosed tothe public. Effective disclosure generally occurs when information is included in a press
release, is revealed during a conference call to which the general public has been invited
to participate, or, when required, is included in the Company’s public filings with theSEC. Under certain circumstances, effective disclosure may occur by other means.
(d) The investing public must have sufficient time to analyze and absorb theinformation that has been disclosed before those possessing previously non-public
information can trade. For matters disclosed in a Company’s press release or conference
call, a good rule of thumb is that purchases and sales can be made beginning two fulltrading days after the disclosure. In any event, all directors, corporate auditors, officers,
and employees are prohibited from carrying out any trades in Company securities (savefor certain exempt transactions such as exercise of stock options without sale of theunderlying shares) other than within the quarterly Trading Window established by theCompany, and only after seeking and obtaining pre-clearance for the trade from theBoard of Corporate Auditors.
(e) A director, corporate auditor, officer, or employee who has inside
information about the Company or another company is prohibited from: (a) trading in
the Company’s or the other company’s securities (including derivative securities suchas put and call options); (b) having others trade in the Company’s or the othercompany’s securities for his or her benefit; and (c) disclosing the inside information to(or tipping) anyone else who might then trade. These prohibitions apply during Trading
Windows as well, and continue for as long as the information remains material and nonpublic, including after termination for any reason of the director, corporate auditor,
officer, or employee’s employment or other relationship with the Company.
(f) A director, corporate auditor, officer, or employee who has inside
information about the Company may, nonetheless, usually exercise the Company’s
stock options for cash (but may not sell the option shares he or she receives upon theexercise). These cash option exercises purchases are allowed because the other party to
the transactions is the Company itself, and because the option exercise purchase pricedoes not vary with the market, but, rather, is fixed in advance under the terms of theoption plan. You may also engage in “net exercises” and have the Company withholdshares to satisfy your tax obligations. You should contact the Board of Corporate
Auditors with any questions.
7. Protection and Proper Use of Company Assets.

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7.1 All directors, corporate auditors, officers, and employees should protect theCompany’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct
impact on the Company’s profitability and are prohibited.
7.2 All Company assets should be used only for legitimate business purposes. Any
suspected incident of fraud or theft should be reported for investigation immediately.
7.3 The obligation to protect Company assets includes the Company’s proprietary
information. Proprietary information includes intellectual property such as trade secrets,
patents, trademarks, and copyrights, as well as business and marketing plans, engineering andmanufacturing ideas, designs, databases, records, and any nonpublic financial data or reports.
Unauthorized use or distribution of this information is prohibited and could also be illegal andresult in civil or criminal penalties. All inventions, creative works, computer software, andtechnical or trade secrets developed by a director, corporate auditor, officer, or employee inthe course of performing such person’s duties or primarily through the use of the Company’s
assets or resources while working at the Company are the property of the Company.
8. Company Records. All company records must be complete, accurate and reliable in allmaterial respects. There is never an acceptable reason to make false or misleading entries.
Undisclosed or unrecorded funds, payments, or receipts are strictly prohibited. Directors, corporate
auditors, officers, and employees are required to understand and comply with the Company’srecordkeeping policy. Directors, corporate auditors, officers, and employees should contact theBoard of Corporate Auditors if he/she has any questions regarding the recordkeeping policy.
9. Confidentiality. Directors, corporate auditors, officers, and employees should maintain theconfidentiality of information entrusted to them by the Company or by its customers, suppliers, orpartners, except when disclosure is expressly authorized or is required or permitted by law.
Confidential information includes all nonpublic information (regardless of its source) that might
be of use to the Company’s competitors or harmful to the Company or its customers, suppliers orpartners if disclosed.
10. Fair Dealing. Each director, corporate auditor, officer, and employee must deal fairly with
the Company’s customers, suppliers, partners, service providers, competitors, employees, andanyone else with whom he or she has contact in the course of performing his or her job. No director,
corporate auditor, officer, or employee may take unfair advantage of anyone through manipulation,
concealment, abuse or privileged information, misrepresentation of facts, or any other unfair
dealing practice. Directors, corporate auditors, officers, and employees should contact the Boardof Corporate Auditors if he/she has any questions regarding the fair dealing policy.
11. Compliance with Laws and Regulations. Each director, corporate auditor, officer, andemployee has an obligation to comply with the laws of the cities, states, and countries in which
the Company operates. This includes, without limitation, laws covering commercial bribery andkickbacks, patent, copyrights, trademarks and trade secrets, information privacy, insider trading,offering or receiving gratuities, employment harassment, environmental protection, occupational
health and safety, false or misleading financial information, misuse of corporate assets and foreign
currency exchange activities. Directors, corporate auditors, officers, and employees are expected
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Company. If any doubt exists about whether a course of action is lawful, the employee should seek
advice immediately from the Board of Corporate Auditors.
12. Discrimination and Harassment. The Company is firmly committed to providing equal
opportunity in all aspects of employment and will not tolerate any discrimination or harassment
based on race, ethnicity, religion, gender, age, national origin or any other protected class.
13. Health and Safety. The Company strives to provide each employee with a safe and healthy
work environment. Each director, corporate auditor, officer, or employee has responsibility for
maintaining a safe and healthy workplace for all employees by following safety and health rules
and practices and reporting accidents, injuries and unsafe equipment, practices, or conditions.
Violence and threatening behavior are not permitted. Directors, corporate auditors, officers, andemployees should report to work in condition to perform their duties, free from the influence ofillegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.
14. Reporting and Enforcement.
14.1 Reporting and Investigation of Violations.
(a) Actions prohibited by this Code involving directors, corporate auditors, or
executive officers must be reported to the Board of Corporate Auditors or the external
legal firm of the Company.
(b) Actions prohibited by this Code involving anyone other than a director,
corporate auditor, or executive officer must be reported to the Board of Corporate
Auditors.
(c) After receiving a report of an alleged prohibited action, the Board of
Corporate Auditors or the external legal firm must promptly take all appropriate actions
necessary to investigate.
(d) All directors, corporate auditors, officers, and employees are expected tocooperate in any internal investigation of misconduct.
14.2 Enforcement.
(a) The Company must ensure prompt and consistent action against violationsof this Code.
(b) If, after investigating a report of an alleged prohibited action by a director,
corporate auditor, or executive officer, the Board of Corporate Auditors determines thata violation of this Code has occurred, the Board of Corporate Auditors will report suchdetermination to the board of directors.
(c) If, after investigating a report of an alleged prohibited action by any otherperson, the Board of Corporate Auditors determines that a violation of this Code has{HTFL00157276; 1}

occurred, the Board of Corporate Auditors will report such determination to the boardof directors.
(d) Upon receipt of a determination that there has been a violation of this Code,the board of directors will take such preventative or disciplinary action as it deems
appropriate, including, but not limited to, reassignment, demotion, dismissal, and, in theevent of criminal conduct or other serious violations of the law, notification of
appropriate governmental authorities.
14.3 Waivers.
(a) The board of directors may, in its discretion, waive any violation of thisCode.
(b) Any waiver for a director, corporate auditor, or an executive officer shall be
disclosed as required by the SEC and NASDAQ.
14.4 Prohibition on Retaliation.
The Company does not tolerate acts of retaliation against any director, corporate
auditor, officer, or employee who makes a good faith report of known or suspected acts of
misconduct or other violations of this Code.

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