Corporate Governance
Sexual Harassment
Superclick Incorporated prohibits the sexual harassment of individuals in the workplace. Sexually harassing behavior which occurs off Superclick premises is also prohibited. Furthermore, the Company will not tolerate retaliation against anyone who rejects sexual advances, makes a report of harassment or provides information or assistance in the investigation of such a report.
Interference with an Audit
It is unlawful to attempt improperly to persuade an outside auditor to approve false financial statements. Superclick prohibits its officers and directors, and anyone acting under their direction, from coercing, manipulating, misleading or fraudulently influencing the Company’s outside auditor to approve materially misleading financial statements.
Reporting Procedures
Any employee who becomes aware of any illegal activities or any violation of the policies contained in this policy is required immediately to report the conduct. This reporting is not only encouraged by the Company, it is required. The Company pledges that it will not retaliate against employees who make such reports and shall not tolerate retaliation by any other person against an employee who makes such a report.
Employees may report a policy violation to supervisory personnel, directly to the General Counsel. Supervisory personnel are required to communicate reported violations of law or Company Policy to the General Counsel. Contact information for the General Counsel is as follows:
General Counsel
Superclick, Inc.
7770 Regents Road
Suite 113-401
San Diego, CA 9212
(858) 438-3368
A full and accurate report made to the General Counsel constitutes compliance with the reporting requirement.
Complaint Investigation Procedures
When the General Counsel receives a complaint of a violation of this policy directly or he/she will, with the help of the President — Internal Audit, evaluate the complaint. Complaints alleging questionable accounting, internal accounting controls and auditing matters will be submitted to the Board of Directors. The Board of Directors may request the General Counsel to conduct an investigation, or may, in its discretion, retain its own advisors to evaluate and/or to investigate the complaint. Complaints alleging serious misconduct by senior management will be referred to the full Board of Directors for evaluation and investigation as appropriate. All other complaints will be investigated by the General Counsel, as appropriate, and a summary of the complaints and management follow-up will be reported to the Board of Directors periodically.
Disciplinary Sanctions
Employees who violate the policies set forth in this policy will be subject to discipline. Disciplinary measures will vary, depending on the seriousness of the violation and the individual circumstances of the employee. Available disciplinary sanctions include suspension, termination and referral to public law enforcement authorities for possible prosecution.
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