**FOLDERA,
INC. (the “Company”)**




**CODE
OF ETHICS FOR THE CEO AND SENIOR FINANCIAL OFFICERS**




The
Company has a Code of Business Conduct and Ethics applicable to all directors
and employees of the company. The Chief Executive Officer and all senior
financial officers, including the Chief Financial Officer and principal
accounting officer, are bound by the provisions set forth therein relating to
ethical conduct, conflicts of interest, and compliance with law. In addition to
the Code of Business Conduct and Ethics, the Chief Executive Officer and senior
financial officers are subject to the following additional specific
policies:




1.
    The
      Chief Executive Officer and all senior financial officers are responsible
      for full, fair, accurate, timely, and understandable disclosure in the
      periodic reports required to be filed by the Company with the SEC.
      Accordingly, it is the responsibility of the Chief Executive Officer and
      each senior financial officer promptly to bring to the attention of the
      Disclosure Committee, if applicable, and to the Audit Committee any
      material information of which he or she may become aware that affects the
      disclosures made by the Company in its public filings or otherwise assist
      the Disclosure Committee, if applicable, and the Audit Committee in
      fulfilling their responsibilities.




2.
    The
      Chief Executive Officer and each senior financial officer shall promptly
      bring to the attention of the Disclosure Committee, if applicable, and the
      Audit Committee any information he or she may have concerning (a)
      significant deficiencies in the design or operation of internal controls
      that could adversely affect the Company's ability to record, process,
      summarize, and report financial data or (b) any fraud, whether or not
      material, that involves management or other employees who have a
      significant role in the Company's financial reporting, disclosures, or
      internal controls.




3.
    The
      Chief Executive Officer and each senior financial officer shall promptly
      bring to the attention of the Audit Committee any information he or she
      may have concerning any violation of this Code or the Company's Code of
      Business Conduct and Ethics, including any actual or apparent conflicts of
      interest between personal and professional relationships, involving any
      management or other employees who have a significant role in the Company's
      financial reporting, disclosures, or internal
  controls.




4.
    The
      Chief Executive Officer and each senior financial officer shall promptly
      bring to the attention of the Disclosure Committee, if applicable, and the
      Audit Committee any information he or she may have concerning evidence of
      a material violation of the securities or other laws, rules, or
      regulations applicable to the Company and the operation of its business,
      by the Company or any agent thereof, or of violation of the Code of
      Business Conduct and Ethics or of these additional
    procedures.











5.
    The
      Board of Directors shall determine, or designate appropriate persons to
      determine, appropriate actions to be taken in the event of violations of
      the Code of Business Conduct and Ethics or of these additional procedures
      by the Chief Executive Officer and the Company's senior financial
      officers. Such actions shall be reasonably designed to deter wrongdoing
      and to promote accountability for adherence to the Code of Business
      Conduct and Ethics and to these additional procedures, and may include
      written notices to the individual involved that the Board has determined
      that there has been a violation, censure by the Board, demotion or
      re-assignment of the individual involved, suspension with or without pay
      or benefits (as determined by the Board), and termination of the
      individual's employment. In determining the appropriate action in a
      particular case, the Board of Directors or such designee shall take into
      account all relevant information, including the nature and severity of the
      violation, whether the violation was a single occurrence or repeated
      occurrences, whether the violation appears to have been intentional or
      inadvertent, whether the individual in question had been advised prior to
      the violation as to the proper course of action, and whether or not the
      individual in question had committed other violations in the
      past.







**FOLDERA,
INC. (the “Company”)**




**WHISTLEBLOWER
POLICY**




**Introduction**




The
Company has adopted a Code of Business Conduct and Ethics applicable to all
employees that urges employees promptly to discuss with or disclose to their
supervisor, senior corporate officers, or the Chairman of the Audit Committee
events of questionable, fraudulent, or illegal nature. In addition, the Company
recently adopted a Code of Ethics for the Chief Executive Officer and senior
financial officers that, among other things, requires prompt internal reporting
of violations of that Code, the Code of Business Conduct and Ethics, fraud, and
a variety of other matters.




As an
additional measure to support our commitment to ethical conduct, the Audit
Committee of our Board of Directors has adopted the following policies and
procedures for (i) the receipt, retention, and treatment of complaints
received by the Company regarding accounting, internal controls, or auditing
matters; and (ii) the confidential, anonymous submission by employees of
the Company of concerns regarding questionable accounting or auditing
matters.




**1.**
    **Reporting
      of Concerns or Complaints Regarding Accounting, Internal Controls, or
      Auditing Matters.**




Taking
action to prevent problems is part of the Company's culture. If you observe
possible unethical or illegal conduct, you are encouraged to report your
concerns. Employees and others involved with the Company are urged to come
forward with any such information, without regard to the identity of position of
the suspected offender.




Employees
and others may choose any of the following modes of communicating suspected
violations of law, policy, or other wrongdoing, as well as any concerns
regarding questionable accounting or auditing matters (including deficiencies in
internal controls):




**●**
    Report
      the matter to your supervisor; or




**●**
    Report
      the matter to the Company's CEO, CFO, Internal Auditor, or Controller; or




**●**
    Report
      the matter to the Chairman of the Audit
  Committee.




**2.**
    **Confidentiality.**




The
Company will treat all communications under this Policy in a confidential
manner, except to the extent necessary (a) to conduct a complete and fair
investigation, or (b) for reviews of Company operations by the Company's Board
of Directors, its Audit Committee, and the Company's independent public
accountants.









Moreover,
if your situation requires that your identify be protected, please submit an
anonymous report as set forth in Schedule A. Please be aware that the number and
post office box identified for the Chairman of the Audit Committee is under the
complete control of the Audit Committee Chairman.




**3.**
    **Retaliation.**




Any
individual who in good faith reports a possible violation of the Company's Code
of Business Conduct and Ethics, the Code of Ethics for the Chief Executive
Officer and Senior Financial Officers, or of law, or any concerns regarding
questionable accounting or auditing matters, even if the report is mistaken, or
who assists in the investigation of a reported violation, will be protected by
the Company. Retaliation in any form against these individuals will not be
tolerated. Any act of retaliation should be reported immediately and will be
disciplined appropriately.




Specifically,
the Company will not discharge, demote, suspend, threaten, harass, or in any
other manner discriminate or retaliate against any employee in the terms and
conditions of the employee's employment because of any lawful act done by that
employee to either (a) provide information, cause information to be provided, or
otherwise assist in any investigation regarding any conduct that the employee
reasonably believes constitutes a violation of any Company code of conduct, law,
rule, or regulation, including any rule or regulation of the Securities and
Exchange Commission or any provision of Federal law relating to fraud against
shareholders, or (b) file, cause to be filed, testify, participate in, or
otherwise assist in a proceeding filed or, to the employee's knowledge, about to
be filed relating to an alleged violation of any such law, rule, or
regulation.