Exhibit 10.5


 


MOSAIC
IMMUNOENGINEERING INC.


CODE
OF BUSINESS CONDUCT AND ETHICS


Adopted November 3, 2020


 


INTRODUCTION


 


This Code of Business Conduct
and Ethics (“Code”) is designed to deter wrongdoing and to promote:


 


		·	honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;



		·	full, fair, accurate, timely and understandable disclosure in reports and
documents we file with or submit to the U.S. Securities and Exchange Commission and in our other public communications;



		·	compliance with applicable laws, rules and regulations;



		·	compliance with this Code and Company policies and procedures; and



		·	the prompt internal reporting of violations of this Code.



 


This Code applies to all directors,
officers and employees of the Mosaic ImmunoEngineering Inc. and its subsidiaries (the “Company”), who, unless otherwise
specified, will be referred to jointly as “employees”. Agents and contractors acting on behalf of the Company are also
expected to read, understand and abide by this Code.


 


This Code should help guide
your conduct in the course of our business. However, many of the principles described in this Code are general in nature, and the
Code does not cover every situation that may arise. Use common sense and good judgment in applying this Code. If you have any
questions about applying the Code, it is your responsibility to seek guidance from the Chief Executive Officer, the Chief Financial
Officer or designated legal personnel (if any).


 


This Code is not the exclusive
source of guidance and information regarding the conduct of our business. You should consult applicable policies and procedures
in specific areas as they apply. The Code is intended to supplement, not replace, the other policies and procedures of the Company.


 


We are committed to continuously
reviewing and updating our policies and procedures. The Company therefore reserves the right to amend, alter or terminate this
Code at any time and for any reason, subject to applicable law.


 


YOUR RESPONSIBILITIES


 


		·	You are expected to read and understand this Code of Business Conduct and Ethics.



		·	You must uphold these standards in day-to-day activities and comply with
all applicable policies and procedures in the Code.



		·	Part of your job and ethical responsibility is to help enforce this Code.
You should be alert to possible violations and promptly report violations or suspected violations of this Code. You can report
violations using the following email address gfelcyn@mosaicie.com. Please refer to “Procedural Matters – Reporting
Violations” for more information.



		·	You must cooperate with investigations into possible Code violations and
be truthful and forthcoming in the course of these investigations.



		·	Reprisals, threats, retribution or retaliation against any person who has
in good faith reported a violation or a suspected violation of law, this Code or other Company policies, or against any person
who is assisting in good faith in any investigation or process with respect to such a violation, is prohibited.



		·	In trying to determine whether any given action is appropriate, keep these steps in mind:



		o	Obtain all relevant facts.



		o	Assess the responsibilities and roles of those involved.



		o	Using your judgment and common sense, evaluate whether the action seems unethical or improper.



		o	Seek guidance.



 


 


 






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If you are unsure about
any situation or any provision of the Code, discuss the matter with your manager, the Chief Executive Officer, the Chief Financial
Officer or designated legal personnel (if any).


 


GENERAL STANDARDS OF CONDUCT


 


Overview


 


Honest and ethical conduct
is critical to our business. All of the Company’s employees, agents and contractors have a duty to comply with applicable
law, as well as the spirit of the law and to act in an honest and ethical manner.


 


Compliance with law


 


You are responsible for complying
with all laws, rules, regulations and regulatory orders applicable to the conduct of our business as well as the spirit of the
law. If you are located or engaging in business outside of the United States, you must comply with laws, rules, regulations and
regulatory orders of the United States, including the Foreign Corrupt Practices Act and U.S. export rules and regulations, in addition
to the applicable laws of other jurisdictions. If compliance with the Code should ever conflict with law, you must comply with
the law.


 


You should undertake to acquire
knowledge of the legal requirements relating to your duties sufficient to enable you to recognize potential dangers and to know
when to seek advice from managers or other appropriate personnel.


 


The Company’s employees
are expected to comply with the applicable laws in all countries to which they travel, in which they operate and where the Company
otherwise does business, including laws prohibiting bribery, corruption, or the conduct of business with specified individuals,
companies, or countries. The fact that in some countries certain laws are not enforced or that violation of those laws is not subject
to public criticism will not be accepted as an excuse for noncompliance. In addition, you are expected to comply with U.S. laws,
rules, and regulations governing the conduct of business by its citizens and corporations outside the United States.


 


These U.S. laws, rules, and
regulations, which extend to all Company activities outside the United States, include but are not limited to:


 


		(i)	the Foreign Corrupt Practices Act (“FCPA”) and related anti-corruption
laws, which prohibit directly or indirectly giving anything of value to a foreign government official or U.S. public official to
obtain or retain business or favorable treatment, and requires the maintenance of accurate books of account, with all Company transactions
being properly recorded;



		(ii)	U.S. embargoes, which restrict or, in some cases, prohibit companies, their
subsidiaries and their employees from doing business with certain other countries identified on a list that changes periodically
or specific companies or individuals;



		(iii)	export controls, which restrict travel to designated countries or prohibit
or restrict the export of goods, services and technology to designated countries, denied persons, or denied entities from the United
States, or the re-export of U.S. origin goods from the country of original destination to such designated countries, denied companies,
or denied entities; and



		(iv)	antiboycott compliance, which prohibits U.S. companies from taking any action
that has the effect of furthering or supporting a restrictive trade practice or boycott that is fostered or imposed by a foreign
country against a country friendly to the United States or against any U.S. person.



 


If you have a question as
to whether an activity is restricted or prohibited, seek assistance from the Chief Executive Officer, the Chief Financial Officer,
or designated legal personnel (if any) before taking any action, including giving any verbal assurances that might be regulated
by international laws.


 


 


 






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Violations of laws, rules,
regulations and orders may subject you to individual criminal or civil liability, in addition to discipline by the Company. Violations
may also subject the Company to civil or criminal liability or the loss of business.


 


No discrimination or harassment


 


The Company is committed to
providing a work environment that is free of discrimination and harassment. The Company is an equal opportunity employer and makes
employment decisions on the basis of merit and business needs.


 


Health and safety


 


You are responsible for using
good judgment to help ensure a safe and healthy workplace for all employees. This includes following safety and health rules and
practices and reporting accidents, injuries, and unsafe equipment, practices or conditions.


 


Violence and threatening behavior
are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs,
marijuana, or alcohol. The use of illegal drugs or marijuana in the workplace will not be tolerated.


 


AVOIDING CONFLICTS OF INTERESTS


 


Overview


 


Your decisions and actions
in the course of your employment with the Company should be based on the best interests of the Company, and not based on personal
relationships or benefits. You should seek to avoid situations where your personal activities and relationships conflict, or appear
to conflict, with the interests of the Company. This includes situations where you may have or appear to have an indirect conflict
through, for example, a significant other or a relative or other persons or entities with which you have a business, social, familial,
personal or other relationship. A conflict may also arise when you take actions or have interests that make it difficult for you
to perform your work for the Company objectively and effectively. You must disclose to your manager any interest that you have
that may, or may appear to, conflict with the interests of the Company.


 


If you have any questions about
a potential conflict or if you become aware of an actual or potential conflict and you are not an officer or director of the Company,
you should discuss the matter with the Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if
any) (as further described in “Procedural Matters” below). Supervisors may not authorize conflict of interest matters
without first seeking the approval of the Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if
any) and filing with the Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if any) a written
description of the authorized activity. If the supervisor is involved in the potential or actual conflict, you should discuss the
matter directly with the Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if any). Executive
officers and directors may seek authorization from the Audit Committee, or if the Chief Executive Officer, the Chief Financial
Officer, or designated legal personnel (if any) determines that it is not practicable or desirable for the Company to wait until
the next Audit Committee meeting, the conflict of interest matter shall be submitted to the Chair of the Audit Committee provided
that the Chair of the Audit Committee shall report to the Audit Committee at its next meeting any approval or ratification under
this delegated authority. Factors that may be considered in evaluating a potential conflict of interest are, among others:


 


		·	whether it may interfere with the employee’s job performance, responsibilities or morale;



		·	whether the employee has access to confidential information;



		·	whether it may interfere with the job performance, responsibilities or morale of others within
the organization;



		·	any potential adverse or beneficial impact on the Company’s business;



		·	any potential adverse or beneficial impact on the Company’s relationships with its customers
or suppliers or other service providers;



		·	whether it would enhance or support a competitor’s position;



		·	the extent to which it would result in financial or other benefit (direct or indirect) to the
employee;



		·	the extent to which it would result in financial or other benefit (direct or indirect) to one
of the Company’s customers, suppliers, or other service providers; and



		·	the extent to which it would appear improper to an outside observer.



 


 


 






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There are a variety of situations
in which a conflict of interest may arise. While it would be impractical to attempt to list all possible situations, some common
types of conflicts are discussed below.


 


Outside employment, directorships and advisory
roles


 


Unless you are a non-employee
director of the Company, you may not perform services as a director, advisor, employee, agent or contractor for a customer, a supplier
or any other entity that has a business relationship with the Company or is a competitor, or may be deemed a competitor, without
approval from the Company. Non-employee directors of the Company must promptly inform the Company of any such service.


 


Financial interests in other companies


 


You should not have a financial
interest—including an indirect interest through, for example, a relative or significant other—in any organization if
that interest would give you or would appear to give you a conflict of interest with the Company. You should be particularly sensitive
to financial interests in competitors, suppliers, customers, distributors and strategic partners.


 


Transactions with the Company


 


If you have a significant financial
interest in a transaction involving the Company—including an indirect interest through, for example, a relative or significant
other or a business entity—you must disclose that interest, and that interest must be approved by the company in a manner
specified by Company policy. We encourage you to seek guidance if you have any questions as to whether an interest in a transaction
is significant. If it is determined that the transaction is required to be reported under SEC rules, the transaction will be subject
to review and approval by the Audit Committee of the Board of Directors. Any dealings with a related party must be conducted in
such a way that no preferential treatment is given to that business.


 


Corporate opportunities


 


You may not directly or indirectly
exploit for personal gain any opportunities that are discovered through the use of corporate property, information or position
unless the opportunity is disclosed fully in writing to the Board of Directors or its designated committee and the Board of Directors
or its designated committee declines to pursue the opportunity. Even opportunities that are acquired privately by you may be questionable
if they are related to the Company’s existing or proposed lines of business. You cannot use your position with the Company
or corporate property or information for improper personal gain, nor can you compete with the Company in any way.


 


Any outside association, interest,
relationship or participation in a transaction that is fully disclosed to and approved by the Company shall not be a prohibited
conflict of interest. Officers and directors of the Company must fully disclose the circumstances of any actual or foreseeable
conflict of interest to the Chief Executive Officer, Chief Financial Officer of the Company and the Compliance Officer or to the
Chair of the Audit Committee. All other individuals subject to this Code may disclose the circumstances of any actual or foreseeable
conflict of interest to their supervisor or the Compliance Officer.


 


Loans by the Company


 


Loans from the Company to directors
and executive officers are prohibited. Loans from the Company to other officers and employees must be approved in advance by the
Board of Directors or its designed committee.


 


 


 






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Improper benefits


 


You may not receive any improper benefit as a result
of your position with the Company.


 


Improper conduct


 


Employees may not engage in any conduct or activities
that materially disrupt or impair the Company’s relationship with any person or entity with which the Company has or proposes
to enter into a business or contractual relationship.


 


Election or appointment to
public office


 


You may serve in an elected
or appointed public office provided that the position does not create or appear to create a conflict of interest.


 


Guidance and approvals


 


Evaluating whether a conflict
of interest exists, or may appear to exist, requires the consideration of many factors. We encourage you to seek guidance and approval
in any case where you have any questions or doubts. The Company may at any time rescind prior approvals to avoid a conflict of
interest, or the appearance of a conflict of interest, for any reason deemed to be in the best interest of the Company.


 


PUBLIC COMMUNICATIONS


 


Public communications and filings


 


The Company files reports and
other documents with regulatory authorities, including the U.S. Securities and Exchange Commission. In addition, from time to time
the Company makes other public communications, such as issuing press releases.


 


Depending upon your position
with the Company, you may be called upon to provide information to help assure that the Company’s public reports and communications
are complete, fair, accurate and understandable. You are expected to use all reasonable efforts to provide complete, accurate,
objective, relevant, timely and understandable answers to inquiries related to the Company’s public disclosures.


 


Individuals involved in the
preparation of public reports and communications must use all reasonable efforts to comply with our disclosure controls and procedures,
which are designed to ensure full, fair, accurate, timely and understandable disclosure in our public reports and communications.


 


If you believe that any disclosure
is materially misleading or if you become aware of any material information that you believe should be disclosed to the public,
it is your responsibility to bring this information to the attention of the Chief Executive Officer, the Chief Financial Officer,
or designated legal personnel (if any). If you believe that questionable accounting or auditing conduct or practices have occurred
or are occurring, you should notify the Audit Committee of the Board of Directors.


 


 


 






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Communication procedures


 


You may not communicate externally
on behalf of the Company unless you are authorized to do so. In summary:


 


		·	Our Chief Executive Officer, Chief Financial Officer, and investor relations
personnel, and their authorized designees, are our official spokespeople for financial matters.



		·	Our Chief Executive Officer, Chief Financial Officer, and investor relations
personnel, and their authorized designees, are our official spokespeople for public comment, press, marketing, technical and other
such information.



 


You should refer all calls
or other inquiries from the press, market professionals or security holders to the Chief Executive Officer, the Chief Financial
Officer, or designated legal personnel (if any), which will see that the inquiry is directed to the appropriate persons within
the Company.


 


All communications made to
public audiences on behalf of the Company, including formal communications and presentations made to investors, customers or the
press, require prior approval of the Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if any).


 


FINANCIAL REPORTING


 


Overview


 


As a public company, we are
required to follow strict accounting principles and standards, to report financial information accurately and completely in accordance
with these principles and standards, and to have appropriate internal controls and procedures to ensure that our accounting and
financial reporting complies with law. The integrity of our financial transactions and records is critical to the operation of
our business and is a key factor in maintaining the confidence and trust of our employees, security holders and other stakeholders.


 


Compliance with rules, controls and procedures


 


It is important that all transactions
are properly recorded, classified and summarized in our financial statements, books and records in accordance with our policies,
controls and procedures, as well as all generally accepted accounting principles, standards, laws, rules and regulations for accounting
and financial reporting. If you have responsibility for or any involvement in financial reporting or accounting, you should have
an appropriate understanding of, and you should seek in good faith to adhere to, relevant accounting and financial reporting principles,
standards, laws, rules and regulations and the Company’s financial and accounting policies, controls and procedures. If you
are a senior officer, you should seek to ensure that the internal controls and procedures in your business area are in place, understood
and followed.


 


Accuracy of records and reports


 


It is important that those
who rely on records and reports—managers and other decision makers, creditors, vendors, and auditors—have complete,
accurate and timely information. False, misleading or incomplete information undermines the Company’s ability to make good
decisions about resources, employees and programs and may, in some cases, result in violations of law. Anyone involved in preparing
financial or accounting records or reports, including financial statements and schedules, must be diligent in assuring that those
records and reports are complete, accurate and timely. Anyone representing or certifying as to the accuracy of such records and
reports should make an inquiry or review adequate to establish a good faith belief in their accuracy.


 


 


 






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Even if you are not directly
involved in financial reporting or accounting, you are likely involved with financial records or reports of some kind—a voucher,
time sheet, invoice or expense report. In addition, most employees have involvement with product, marketing or administrative activities,
or performance evaluations, which can affect our reported financial condition or results. Therefore, the Company expects you, regardless
of whether you are otherwise required to be familiar with finance or accounting matters, to use all reasonable efforts to ensure
that every business record or report with which you deal is accurate, complete and reliable.


 


Intentional misconduct


 


You may not intentionally
misrepresent the Company’s financial performance or otherwise intentionally compromise the integrity of the Company’s
reports, records, policies and procedures. For example, you may not:


 


		·	report information or enter information in the Company’s books, records
or reports that fraudulently or intentionally hides, misrepresents or disguises the true nature of any financial or non-financial
transaction or result;



		·	disburse any corporate funds or other corporate property without adequate
supporting documentation and authorization;



		·	establish any undisclosed or unrecorded fund, account, asset or liability
for any improper purpose;



		·	enter into any transaction or agreement that accelerates, postpones or otherwise
manipulates the accurate and timely recording of revenues or expenses;



		·	intentionally misclassify transactions as to accounts, business units or
accounting periods; or



		·	knowingly assist others in any of the above.



 


Dealing with auditors


 


Our auditors have a duty to
review our records in a fair and accurate manner. You are expected to cooperate with independent and internal auditors in good
faith and in accordance with law. In addition, you must not fraudulently induce or influence, coerce, manipulate or mislead our
independent or internal auditors regarding financial records, processes, controls or procedures or other matters relevant to their
engagement. You may not engage, directly or indirectly, any outside auditors to perform any audit, audit-related, tax or other
services, including consulting, without written approval from the Chief Financial Officer and the Audit Committee of the Board
of Directors.


 


Obligation to investigate and report potential
violations


 


You should make appropriate inquiries in the event
you may see, for example:


 


		·	financial results that seem inconsistent with underlying business performance;



		·	inaccurate financial records, including travel and expense reports, time sheets or invoices;



		·	the circumventing of mandated review and approval procedures;



		·	transactions that appear inconsistent with good business economics;



		·	the absence or weakness of processes or controls; or



		·	persons within the Company seeking to improperly influence the work of our financial or accounting
personnel, or our external or internal auditors.



 


Dishonest or inaccurate reporting
can lead to civil or even criminal liability for you and the Company and can lead to a loss of public faith in the Company. You
are required to promptly report any case of suspected financial or operational misrepresentation or impropriety.


 


 


 






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Keeping the Audit Committee informed


 


The Audit Committee plays an
important role in ensuring the integrity of our public reports. If you believe that questionable accounting or auditing conduct
or practices have occurred or are occurring, you should notify the Audit Committee of the Board of Directors. In particular, the
Chief Executive Officer and senior financial officers such as the Chief Financial Officer should promptly bring to the attention
of the Audit Committee any information of which he or she may become aware concerning, for example:


 


		·	the accuracy of material disclosures made by the Company in its public filings;



		·	material violations of the securities laws or other laws, rules or regulations applicable to the
Company;



		·	material weaknesses or significant deficiencies in internal control over financial reporting;



		·	any evidence of fraud that involves an employee who has a significant role in the Company’s
financial reporting, disclosures or internal controls or procedures; or



		·	any evidence of a material violation of the policies in this Code regarding financial reporting.



 


SAFEGUARDING COMPANY ASSETS


 


Overview


 


All employees, agents and contractors
are responsible for the proper use of Company assets. This responsibility applies to all of the Company’s assets, including
your time, work and work product; cash and accounts; physical assets such as biological materials, inventory, equipment, vehicles,
computers, systems, facilities and supplies; intellectual property, such as patents, copyrights, trademarks, inventions, technology
and trade secrets; and other proprietary or nonpublic information.


 


		·	You should use all reasonable efforts to safeguard Company assets against
loss, damage, misuse or theft.



		·	You should be alert to situations that could lead to loss, damage, misuse
or theft of Company assets, and should report any loss, damage, misuse or theft as soon as it comes to your attention.



		·	You should not use, transfer, misappropriate, loan, sell or donate Company
assets without appropriate authorization.



		·	You must take reasonable steps to ensure that the Company receives good value
for Company funds spent.



		·	You may not use Company assets in a manner that would result in or facilitate
the violation of law.



		·	You should use and safeguard assets entrusted to the Company’s custody
by customers, suppliers and others in the same manner as Company assets.



 


Misuse of Company computer equipment


 


You may not, while acting
on behalf of the Company or while using its computing or communications equipment or facilities, either:


 


		·	access the internal computer system (also known as “hacking”)
or other resource of another entity without express written authorization from the entity responsible for operating that resource;
or



		·	commit any unlawful or illegal act, including harassment, libel, fraud,
sending of unsolicited bulk email (also known as “spam”) in violation of applicable law, trafficking in contraband
of any kind or espionage.



 


If you receive authorization
to access another entity’s internal computer system or other resource, you must make a permanent record of that authorization
so that it may be retrieved for future reference, and you may not exceed the scope of that authorization.


 


 


 






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Unsolicited bulk email is
regulated by law in a number of jurisdictions. If you intend to send unsolicited bulk email to persons outside of the Company,
either while acting on the Company’s behalf or using its computing or communications equipment or facilities, you should
contact the Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if any) for approval.


 


All data residing on or transmitted
through the Company’s computing and communications facilities, including email and word processing documents, is the property
of the Company and subject to inspection, retention and review by the Company in accordance with applicable law.


 


Protecting the Company’s information


 


In the course of your involvement
with the Company, you may come into possession of information that has not been disclosed or made available to the general public.
This nonpublic information may include, among other things:


 


		·	financial data and projections;



		·	proprietary and technical information, such as preclinical and clinical
data, trade secrets, patents, inventions, product plans and customer lists;



		·	developments in research and development, including the results of clinical studies;



		·	information regarding corporate developments, such as business strategies,
plans for partnerships and collaborations, plans for acquisitions or other business combinations, divestitures, major contracts,
expansion plans, financing transactions and management changes;



		·	other legal or regulatory developments, whether actual or threatened;



		·	personal information about employees; and



		·	nonpublic information of patients, clinical trial volunteers, customers,
suppliers and others.



 


If you have any questions
as to what constitutes nonpublic information, please consult the Chief Executive Officer, the Chief Financial Officer, or designated
legal personnel (if any).


 


All nonpublic information must
only be used for Company business purposes. You have an obligation to use all reasonable efforts to safeguard the Company’s
nonpublic information. You may not disclose nonpublic information to anyone outside of the Company, except when disclosure is required
by law or when disclosure is required for business purposes and appropriate steps have been taken to prevent misuse of that information.
This responsibility includes not disclosing nonpublic information in Internet discussion groups, chat rooms, bulletin boards or
other electronic media. In cases where disclosing nonpublic information is required or necessary, you should coordinate with the
Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if any). The misuse of nonpublic information
is contrary to Company policy and may also be a violation of law.


 


The obligation to protect
nonpublic information does not end when an employee leaves the Company.


 


Each employee is required
to sign an At Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement that addresses the use
and disclosure of confidential information of the Company.


 


Prohibition on insider trading


 


You may not directly or indirectly—through,
for example, significant others, family members or controlled entities—buy or sell stocks or other securities of the Company
or any other company based on nonpublic information obtained from your work at the Company. In addition, you may not “tip”
others by providing them nonpublic information under circumstances that suggest that you were trying to help them make an investment
decision. These obligations are in addition to your obligations with respect to nonpublic information generally, as discussed above.


 


 


 






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Under U.S. securities laws,
it is unlawful for any person who has “material” nonpublic information about a company to trade in the stock or other
securities of that company or to disclose such information to others who may trade. Material nonpublic information is information
about a company that is not known to the general public and that a typical investor would consider important in making a decision
to buy, sell or hold securities. Violations of U.S. securities laws may result in civil and criminal penalties, including disgorgement
of profits, civil judgments, fines and jail sentences.


 


You should be aware that stock
market surveillance techniques are becoming increasingly sophisticated, and the probability that U.S. federal or other regulatory
authorities will detect and prosecute even small-level trading is significant. Insider trading rules are strictly enforced, even
in instances when the financial transactions seem small.


 


If you have any questions at
all regarding trading in the Company’s securities, contact the Chief Executive Officer, the Chief Financial Officer, or designated
legal personnel (if any) for guidance.


 


Maintaining and managing records


 


The Company is required by
local, state, federal, foreign and other applicable laws, rules and regulations to retain certain records and to follow specific
guidelines in managing its records. Records include paper documents, email, compact discs, computer hard drives, and all other
recorded information, regardless of medium or characteristics. Civil and criminal penalties for failure to comply with such guidelines
can be severe for employees, agents, contractors and the Company.


 


You should consult with the
Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if any) regarding the retention of records
in the case of actual or threatened litigation or government investigation. The Chief Executive Officer, the Chief Financial Officer,
or designated legal personnel (if any) will notify you if a legal hold is placed on records for which you are responsible. A legal
hold suspends all document destruction procedures in order to preserve appropriate records under special circumstances, such as
litigation or government investigations. The Chief Executive Officer, the Chief Financial Officer, or designated legal personnel
(if any) determines and identifies what types of records or documents are required to be placed under a legal hold. If a legal
hold is placed on records for which you are responsible, you must preserve and protect the necessary records in accordance with
instructions from the Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if any). Records
or supporting documents that are subject to a legal hold must not be destroyed, altered or modified under any circumstance. A
legal hold remains effective until it is officially released in writing by the Chief Executive Officer, the Chief Financial Officer
or designated legal personnel (if any). If you are unsure whether a document has been placed under a legal hold, you should preserve
and protect that document while you check with the Chief Executive Officer, the Chief Financial Officer, or designated legal personnel
(if any).


 


RESPONSIBILITIES TO OUR CUSTOMERS, SUPPLIERS AND
COMPETITORS


 


Overview


 


You should respect the rights
of, and deal fairly with, the Company’s customers, suppliers, business partners and competitors in compliance with law. You
should not take unfair advantage of anyone through deception, misrepresentation, manipulation, coercion, abuse of privileged information
or any intentional unfair business practice.


 


Improper payments


 


You should not authorize, offer,
promise or give, or solicit or accept, money, gifts, entertainment, privileges, gratuities, benefits or other items of value intended
to improperly influence, directly or indirectly, any business decision or that otherwise violate law or create the appearance of
impropriety. You should contact the Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if any)
if you have any questions as to whether a payment is proper.


 


 


 






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Gifts and entertainment


 


You may, from time to time,
provide or accept business amenities to aid in building legitimate business relationships. Business amenities may include gifts,
meals, services, entertainment, reimbursements, loans, favors, privileges or other items of value.


 


Any business amenity should
be consistent with customary business practice and should be reasonable and appropriate for the circumstance. Business amenities
should not be lavish or excessive. Business amenities should not violate law or create an appearance of impropriety. You should
avoid providing or accepting any cash payment, or other business amenity that can be construed as a bribe or payoff. All Company
funds expended for business amenities must be accurately recorded in the Company’s books and records. We encourage you to
contact the Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if any) if you have any questions
as to whether a business amenity is permissible.


 


Selecting suppliers


 


The Company’s policy
is to select suppliers based on the merits of their products, services and business practices and to purchase supplies based on
need, quality, service, price and other terms and conditions of sale. You may not establish a business relationship with any supplier
if you know that its business practices violate applicable laws.


 


Handling the nonpublic information of others


 


You must handle the nonpublic
information of others responsibly and in accordance with our agreements with them. Nonpublic information of others includes notes,
reports, conclusions and other materials prepared by a Company employee based on the nonpublic information of others.


 


You should not knowingly accept
information offered by a third party, including a customer, supplier or business partner, that is represented as nonpublic, or
that appears from the context or circumstances to be nonpublic, unless an appropriate nondisclosure agreement has been signed with
the party offering the information. You should contact the Chief Executive Officer, the Chief Financial Officer, or designated
legal personnel (if any) to coordinate the appropriate execution of nondisclosure agreements on behalf of the Company.


 


Even after a nondisclosure
agreement is in place, you should accept only the information that is necessary or appropriate to accomplish the purpose of receiving
it, such as a decision on whether to proceed to negotiate a deal. If more detailed or extensive information is offered and it is
not necessary or appropriate for your immediate purposes, it should be refused. If any such information is inadvertently received,
it should be transferred to the Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if any) for
appropriate disposition.


 


Once the Company has received nonpublic information,
you should use all reasonable efforts to:


 


		·	abide by the terms of the relevant nondisclosure agreement, including any
obligations with respect to the return or destruction of the nonpublic information;



		·	limit the use of the nonpublic information to the purpose for which it was disclosed; and



		·	disseminate the nonpublic information only to those other Company employees,
agents or contractors with a need to know the information to perform their jobs for the Company, as may be set forth in the relevant
nondisclosure agreement.



 


Improperly obtaining or using assets or information


 


You may not unlawfully obtain
or use the materials, products, intellectual property, proprietary or nonpublic information or other assets of anyone, including
suppliers, customers, business partners and competitors. You may not coerce or improperly induce past or present employees of other
companies to disclose proprietary or nonpublic information of their former or other employers.


 


 


 






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Free and fair competition


 


It is our policy to lawfully
compete in the marketplace. Our commitment to fairness includes respecting the rights of our competitors to compete lawfully in
the marketplace and abiding by all applicable laws in the course of competing.


 


Most countries have well-developed
bodies of law designed to encourage and protect free and fair competition. These laws are broad and far-reaching and regulate the
Company’s relationships with its distributors, resellers, suppliers and customers. Competition laws generally address the
following areas: pricing practices (including predatory pricing, price fixing and price discrimination), discounting, terms of
sale, credit terms, promotional allowances, secret rebates, exclusive dealerships or distributorships, product bundling, restrictions
on carrying competing products, termination and many other practices.


 


Competition laws also govern,
usually quite strictly, relationships between the Company and its competitors. Collusion among competitors is illegal, and the
consequences of a violation are severe. You must not enter into an agreement or understanding, written or oral, express or implied,
with any competitor concerning prices, discounts or other terms or conditions of sale; profits or profit margins; costs; allocation
of product, customers, markets or territories; limitations on production or supply; boycotts of customers or suppliers; or bids
or the intent to bid, or even discuss or exchange information on these subjects.


 


The Company is committed to
obeying both the letter and spirit of these laws, which are often referred to as antitrust, consumer protection, competition or
unfair competition laws. Although the spirit of these laws is straightforward, their application to particular situations can be
quite complex. To ensure that the Company complies fully with these laws, you should have a basic knowledge of them and should
promptly involve the Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if any) when questionable
situations arise.


 


WORKING WITH GOVERNMENTS


 


Overview


 


Special rules govern our business
and other dealings with governments and government officials. Employees, agents and contractors of the Company should use all reasonable
efforts to comply with all applicable laws and regulations governing contact and dealings with governments, government employees
and public officials. If you deal with governments, government employees or public officials, you should undertake to understand
the special rules that apply. If you have any questions concerning government relations, you should contact the Chief Executive
Officer, the Chief Financial Officer, or designated legal personnel (if any).


 


Government contracts


 


You should use all reasonable
efforts to comply with all relevant laws and regulations that apply to government contracting. You should refer any contract with
any governmental entity to the Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if any) for
review and approval.


 


Requests by regulatory authorities


 


You must cooperate with appropriate
government inquiries and investigations in accordance with law. It is important, however, to protect the legal rights of the Company
with respect to its nonpublic information. All government requests for Company information, documents or investigative interviews
(other than ordinary course regulatory matters under the jurisdiction of the U.S. Food & Drug Administration or a foreign regulatory
authority of comparable jurisdiction) should be referred to the Chief Executive Officer, the Chief Financial Officer, or designated
legal personnel (if any). You should work with the Chief Executive Officer, the Chief Financial Officer, or designated legal personnel
(if any) in responding to requests by regulatory authorities (other than ordinary course regulatory matters under the jurisdiction
of the U.S. Food & Drug Administration or a foreign regulatory authority of comparable jurisdiction) to ensure appropriate
responses and to avoid inappropriate disclosure of attorney-client privileged materials, trade secret information or other nonpublic
information. This policy should not be construed to prevent an employee from disclosing information to a government or law enforcement
agency where the employee has reasonable cause to believe that the information discloses a violation of, or noncompliance with,
a state or federal statute or regulation.


 


 


 






    	 	12	 



     


    

 


Improper payments to government officials


 


You may not offer any payment
or business amenity to a public official or a government employee if doing so could reasonably be construed as having any connection
with the Company’s business, even if it has a nominal value or no value at all. You should be aware that what may be permissible
in dealings with commercial businesses may be deemed illegal and possibly criminal in dealings with the government. You should
contact the Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if any) for guidance.


 


Whether you are located in
the United States or abroad, you are also responsible for fully complying with the Foreign Corrupt Practices Act. The Foreign Corrupt
Practices Act makes it illegal to offer, pay, promise to pay or authorize to pay any money, gift or other item of value to any
foreign official, political party or candidate to assist the Company or another to obtain or retain business. All managers and
supervisory personnel are expected to monitor continued compliance with the Foreign Corrupt Practices Act.


 


Political contributions


 


The Company reserves the right
to communicate its position on important issues to elected representatives and other government officials. It is the Company’s
policy to comply fully with all local, state, federal, foreign and other applicable laws, rules and regulations regarding political
contributions. The Company’s assets—including Company funds, employees’ work time and Company premises and equipment—must
not be used for, or be contributed to, political campaigns or political activities under any circumstances without prior written
approval.


 


Lobbying


 


You must obtain approval from
the Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if any) for any work activity that requires
lobbying communication with any member or employee of a legislative body or with any government official or employee in the formulation
of legislation. Work activity covered by this policy includes meetings with legislators or members of their staffs or with senior
executive branch officials on behalf of the Company. Preparation, research and other background activities that are done in support
of such lobbying communication are also covered by this policy even if the communication ultimately is not made.


 


Immigration laws


 


The United States and other
countries impose restrictions on non-citizens visiting or working in the country. In many instances visas or work permits must
be obtained from the government. You are responsible for complying with all applicable immigration laws. If you have any uncertainty
concerning the requirements of the law, you should consult with the Chief Executive Officer, the Chief Financial Officer, or designated
legal personnel (if any) before working in, or travelling to, a country of which you are not a citizen, or authorizing any person
to do so.


 


Trade restrictions


 


A number of countries maintain
controls on the destinations to which products or software may be exported. Some of the strictest export controls are maintained
by the United States against countries that the U.S. government considers unfriendly or as supporting international terrorism.
The U.S. regulations are complex and apply both to deemed exports from the United States and to deemed exports of products from
other countries when those products contain U.S.-origin components or technology. In some circumstances, an oral presentation containing
technical data made to foreign nationals in the United States or access by foreign nationals to certain technology may constitute
a controlled export. The Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if any) or designated
legal personnel (if any) can provide you with guidance on which countries are prohibited destinations for Company products or whether
a proposed technical presentation or the provision of controlled technology to foreign nationals may require a U.S. government
license.


 


 


 






    	 	13	 



     


    

 


PROCEDURAL MATTERS


 


Distribution


 


All employees will receive
a copy of this Code at the time they join the Company and will receive periodic updates. Agents and contractors should also be
provided with a copy of the Code. The Code is also available on the Company’s website.


 


Acknowledgment


 


All directors, officers and
employees must sign an acknowledgment form confirming that they have read the Code and that they understand and agree to comply
with its provisions. Signed acknowledgment forms will be kept in your personnel file. Failure to read the Code or to sign an acknowledgement
form does not excuse any person from the terms of the Code.


 


Approvals and waivers


 


Except as otherwise provided
in the Code, the Board of Directors or its designated committee must review and approve any matters requiring special permission
under the Code for a member of the Board of Directors or an executive officer. Except as otherwise provided in the Code, the Chief
Executive Officer, the Chief Financial Officer, or designated legal personnel (if any) must review and approve any matters requiring
special permission under the Code for any other employee, agent or contractor.


 


Any waiver of any provision
of this Code for a member of the Board of Directors or an executive officer must be approved in writing by the Board of Directors
or its designated committee and promptly disclosed, along with the reasons for the waiver, to the extent required by law or regulation.
Any waiver of any provision of this Code with respect to any other employee, agent or contractor must be approved in writing by
the Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if any).


 


Copies of approvals and waivers will be retained by
the Company.


 


Reporting violations


 


You should promptly report
violations or suspected violations of this Code to the Chief Executive Officer, the Chief Financial Officer, or the whistleblower
e-mail at gfelcyn@mosaicie.com.


 


If your concerns relate to
accounting, internal controls or auditing matters, or if the Chief Executive Officer, the Chief Financial Officer or an executive
officer is implicated in any violation or suspected violation, you may also contact the Audit Committee of the Board of Directors.
If you make an anonymous report, please provide as much detail as possible, including copies of any documents that you believe
may be relevant to the issue.


 


When reports are not made
anonymously, reasonable efforts will be made to keep your identity confidential. In certain circumstances, however, your identity
may become apparent during an investigation or may need to be disclosed (e.g., in regulatory proceedings). Accordingly,
it is not possible for the Company to give a blanket guarantee of confidentiality.


 


Reprisals, threats, retribution
or retaliation against any person who has in good faith reported a violation or a suspected violation of law, this Code or other
Company policies, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.


 


 


 






    	 	14	 



     


    

 


Investigations


 


The Company will promptly
investigate any suspected violations of this Code. If it is determined that evidence of a violation exists, the individual subject
of the investigation will be notified. The subject of an investigation will have an opportunity to respond to any allegations made
against that person. A person suspected of violating the Code may be suspended with or without pay while an investigation is conducted.
The Company will follow local grievance procedures in jurisdictions where such procedures apply.


 


It is imperative that the
person reporting the violation not conduct an investigation on their own. Employees are expected to cooperate fully with any appropriately
authorized investigation, whether internal or external, into reported violations. Employees should never withhold, tamper with
or fail to communicate relevant information in connection with an appropriately authorized investigation.


 


In addition, employees are
expected to maintain and safeguard the confidentiality of an investigation to the extent possible, except as otherwise provided
below or by applicable law. Making false statements to or otherwise misleading internal or external auditors, investigators, legal
counsel, Company representatives, regulators or other governmental entities may be grounds for immediate termination of employment
or other relationship with the Company and also be a criminal act that can result in severe penalties.


 


The Board of Directors or
its designated committee will be responsible for investigating violations and determining appropriate disciplinary action for matters
involving members of the Board of Directors or executive officers. The Board of Directors or its designated committee may designate
others to conduct or manage investigations on its behalf and recommend disciplinary action.


 


The Chief Executive Officer,
the Chief Financial Officer, or designated legal personnel (if any) will be jointly responsible for investigating violations and
determining appropriate disciplinary action for other employees, agents and other third parties acting on behalf of the Company.
The Chief Executive Officer, the Chief Financial Officer, or designated legal personnel (if any) may designate others to conduct
or manage investigations on their behalf and recommend disciplinary action. The Chief Executive Officer, the Chief Financial Officer
or designated legal personnel (if any) will periodically report Code violations and the corrective actions taken to the Board of
Directors or its designated committee. The Board of Directors reserves the right to investigate violations and determine appropriate
disciplinary action on its own and to designate others to do so in place of, or in addition to, the Chief Executive Officer, the
Chief Financial Officer, or designated legal personnel (if any).


 


Disciplinary action


 


The Company will take appropriate
action against any employee, agent or third party acting on behalf of the Company whose actions are found to violate the Code.
Disciplinary actions may include, at the Company’s sole discretion, oral or written reprimand, suspension or immediate termination
of employment or business relationship, or any other disciplinary action or combination of disciplinary actions as deemed appropriate
to the circumstances. A record of the disciplinary action will be retained in the employee’s personnel file or the third
party’s diligence file.


 


In determining what disciplinary
action is appropriate in a particular case, the Company will take into account all relevant information, including the nature and
severity of the violation, any history of warnings and violations, whether the violation appears to have been intentional or inadvertent
and whether the violator reported his or her own misconduct. The Company will strive to enforce the Code in a consistent manner
while accounting for all relevant information. An alleged violator may make a written request for reconsideration within 14 days
of notification of the final disciplinary decision.


 


Where the Company has suffered
a loss, it may pursue its remedies against the individuals or entities responsible. Certain violations of this Code may also be
subject to civil or criminal prosecution by governmental authorities and others. Where laws have been violated, the Company will
report violators to the appropriate authorities.


 


 


 






    	 	15	 



     


    

 


Disclosure


 


Nothing in this Code limits
or prohibits employees from engaging for a lawful purpose in any “Protected Activity.” “Protected Activity”
means filing a charge or complaint, or otherwise communicating, cooperating or participating, with any state, federal or other
governmental agency, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission and the
National Labor Relations Board. Notwithstanding any other policies in this Code (or elsewhere), employees are not required to obtain
authorization from the Company prior to disclosing information to, or communicating with, such agencies, nor are employees obligated
to advise the Company as to any such disclosures or communications. Notwithstanding the foregoing, in making any such disclosures
or communications, employees must take all reasonable precautions to prevent any unauthorized use or disclosure of any information
that may constitute Company confidential information to any parties other than the relevant government agencies. “Protected
Activity” does not include the disclosure of any Company attorney-client privileged communications; any such disclosure,
without the Company’s written consent, violates Company policy.


 


ADDITIONAL INFORMATION


 


Nothing in this Code of Business
Conduct and Ethics creates or implies an employment contract or term of employment. Employment at the Company is employment at-will.
Employment at-will may be terminated with or without cause and with or without notice at any time by the employee or the Company.
Nothing in this Code shall limit the right to terminate employment at-will.


 


The policies in this Code do
not constitute a complete list of Company policies or a complete list of the types of conduct that can result in discipline, up
to and including discharge.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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