CETRONE
ENERGY COMPANY
CODE OF
CONDUCT
Introduction
This Code
of Conduct (this “Code”)1 is applicable to the (1) President and Chief Executive
Officer, (2) Chief Financial Officer, (3) Chief Accounting Officer or Controller
and (4) other persons performing similar functions (collectively, the “Covered
Executives”) of Cetrone Energy Company (“CEC”). As used in this Code, “we”,
“our”, “us” or “CEC” means Cetrone Energy Company, and “you” means a Covered
Executive. The Covered Executives hold an important and elevated role in
corporate governance, and are uniquely positioned and empowered to ensure that
CEC’s and interests are appropriately balanced, protected and preserved. CEC’s
Board of Directors (the “Board”) has adopted this Code to deter wrongdoing and
to promote honest and ethical conduct, proper disclosure of financial
information in GPNT’s periodic reports and compliance with applicable laws,
rules and regulations by CEC’s senior officers who have financial
responsibilities.
General
obligations
In
performing your duties, we expect you to:
* Conduct
yourself honestly and ethically, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships.
Refrain from using your position for personal gain or competing directly or
indirectly with CEC.
*
Provide, or cause to be provided, full, fair, accurate, timely and
understandable disclosures in (i) reports and documents that we file with the
Securities and Exchange Commission (the “SEC”) and (ii) in other public
communications made by us.
* Comply,
and encourage others reporting to you to comply, in all material respects with
all applicable rules and regulations of federal, state and local governments,
the SEC and other appropriate private and public regulatory
agencies.
* Comply,
and encourage others reporting to you to comply, with this Code and all other
codes of business conduct or ethics adopted by us from time to
time.
*
Promptly report, and encourage others reporting to you to report, any known
waiver or violation of this Code to Michael Cetrone or a member of the
Board.
1 This
Code is specifically intended to meet the requirements of Section 406 of the
Sarbanes-Oxley Act of 2002 (including any amendments).
Waivers from or Changes to the Code
The Board
will have the sole and absolute discretionary authority to approve any changes
to this Code and any waivers from this Code. Any waiver from this Code,
including an implicit waiver, for a Covered Executive will be promptly disclosed
on a Form 8-K or any other means approved by the SEC. Such disclosure will
include the nature of the waiver, the name of the Covered Executive to whom the
Board granted the waiver and the date of the waiver. Any change to this Code
will be promptly disclosed as required by law or regulation of the
SEC.