The following CytoDyn, Inc. (“Company”) policy assists officers and directors and specified Company employees wishing to purchase and sell securities of the Company by advising them of the Company’s insider trading policies. It also informs individuals about the applicable laws that prohibit trading when aware of inside information; however, it remains the individuals’ responsibility to understand and comply with the legal prohibitions on insider trading. Officers, directors and specified employees of the Company may not purchase or sell securities of any type at any time when they are in possession of material nonpublic information relating to the security or the company to which the security pertains, whether the issuer of such security is the Company or any other company. Officers, directors and specified employees may only trade securities of the Company during certain “window periods” described below and, even during such window periods, should not purchase or sell securities of the Company if they are then aware of inside information about the Company. Officers, directors and specified employees of the Company are also prohibited from “tipping” or furnishing inside information to others. These restrictions also apply to members of their immediate families (including parents, spouses, children, siblings or any other family members living in the same household) and entities within their control. “Insider trading” occurs when any person purchases or sells a security while in possession of inside information relating to the security or the company to which the security pertains. Generally, “inside information” is information that is considered both material and nonpublic. Information is “material” if it could affect the market price of the securities of the company, whether positively or negatively, or if there is a substantial likelihood that a reasonable investor would attach importance to the information in deciding whether to buy, sell or hold the securities of the company. Information is “nonpublic” if it is not available to the general public. Information is considered public only if has been effectively disclosed to the investing public (for example, after a press release or a Securities and Exchange Commission (“SEC”) filing has been made) and sufficient time has elapsed to permit the market to absorb and evaluate this information. Generally, sufficient time is considered to have elapsed two business days following the disclosure of the information to the public. Under the SEC’s rules, “insider trading” may occur even if an individual does not use the inside information to trade; with limited exceptions, it is a violation if the individual trades while merely aware of the inside information. Set forth below is a limited list of examples of information that could be considered material (there are, of course, other examples): · earnings information, including estimates of earnings, sales and income or loss; · mergers, acquisitions, tender offers, joint ventures or changes in assets; · developments regarding customers or suppliers, such as an acquisition or loss of a contract; · changes in control or management; · changes in auditors or auditor notification that the Company may no longer rely on an auditor’s audit report; · events regarding the Company’s securities, such as defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits or changes in dividends; · changes to the rights of security holders and public or private sales of additional securities; and · bankruptcies or receiverships. Officers, directors and employees of the Company, and members of their immediate families (including parents, spouses, children, siblings or any other family members living in the same household) and entities within their control: · May not trade in securities of the Company at any time when they are aware of material nonpublic information about the Company.
· May not trade in securities of another company at any time when they are aware of material nonpublic information about the company, including, without limitation, any company the Company follows in the ordinary course of business, and any of the Company’s customers, vendors or suppliers, when that information is obtained in the course of services performed on the Company’s behalf. · May trade only during certain “window” periods. Generally, the third business day through the twelfth business day following the date of a press release of annual or quarterly earnings is the permissible trading period. This allows sufficient time for adequate dissemination of the information contained in the release and new material information will not likely have developed. · May not communicate or “tip” material nonpublic information about the Company to other persons (except for an authorized business purpose) and may not recommend to anyone the purchase or sale of Company securities while aware of such information. If you know in advance that you want to trade in Company securities, the Company may authorize trades that are made pursuant to a plan that complies with the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”). (Such authorization is part of the Company’s compliance program; it does not constitute personal, financial or legal advice.) It is the sole responsibility of the person establishing the Rule 10b5-1 Plan to ensure that such plan complies with all applicable regulations and requirements. Rule 10b5-1 provides an affirmative defense to liability for insider trading. When an insider, defined as officers, directors and employees of a company and which may include others who have material information about a company, at a time when the insider does not possess material nonpublic information, enters into a binding contract, instruction or written plan under specified terms and conditions for the purchase or sale of securities, the insider is afforded an affirmative defense against a later claim that the insider traded those securities at a time the insider was aware of (and consequently traded on the basis of) material nonpublic information, if the purchase or sale occurs pursuant to the contract, instruction or plan. The contract, instruction or plan must either: · expressly specify the amount, price and date of trades; · include a written formula or algorithm, or computer program, for determining amounts, prices and dates; or · not permit the person to exercise any subsequent influence over how, when or whether to affect purchases or sales; provided, in addition, that any other person who does exercise such influence is not aware of the material nonpublic information when doing so. A purchase or sale under Rule 10b5-1 is not protected from liability if the insider alters or deviates from the trading plan (whether by changing the amount, price or timing of the purchase or sale), or enters into or alters a corresponding or hedging transaction or position with respect to those securities. Rule 10b5-1 Plans must still comply with all other disclosure, reporting and other requirements under federal and state securities laws. Additionally, the Company may require that Rule 10b5-1 Plans include additional safeguards for the benefit of the Company (such as to satisfy customary lockup commitments associated with underwritings of Company securities). The Company may also publicly announce Rule 10b5-1 Plans. The Company must approve any such Rule 10b5-1 Plans in advance of the first trade thereunder. Any violation of this Policy may result in disciplinary action, up to and including immediate termination of the individual’s employment or relationship with the Company. In addition, individuals may be subject to civil and criminal penalties for insider trading violations. The federal government may also seek an injunction, bring administrative proceedings and seek criminal prosecutions. These may result in fines or imprisonment, or both. Civil penalties may be sought by the government for up to three times the profits made (or losses avoided). These penalties are in addition to the possibility of having to give up the actual profits made. Moreover, under certain circumstances, the Company may be subject to a fine of up to the greater of three times the profits made (or losses avoided) or $1,000,000. The maximum criminal fine for each violation of the federal securities laws as a result of insider trading is $1,000,000 for individuals and $2,500,000 for corporations. The maximum jail term for each violation is 10 years. *** | 
