SKYX Platforms : Code Of Business Conduct And Ethics

SKYX PLATFORMS CORP.

CODE OF BUSINESS CONDUCT AND ETHICS

(Last revised April 2023)

1. Introduction.
2. 1. The Board of Directors of SKYX Platforms Corp. (together with its subsidiaries, the "Company") has adopted this Code of Business Conduct and Ethics (the "Code") in order to:
   2. 1. promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
      2. promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications made by the Company;
      3. promote compliance with applicable governmental laws, rules and regulations;
      4. promote the protection of Company assets, including corporate opportunities and confidential information;
      5. promote fair dealing practices;
      6. deter wrongdoing; and
      7. ensure accountability for adherence to the Code.
   3. All directors, officers and employees are required to be familiar with the Code, comply with its provisions and report any suspected violations as described below in Section 11, Reporting and Enforcement. In addition, certain of the Company's business partners, such as contractors and consultants, represent the Company to the public, and they are expected to adhere to the spirit of the Code and to any applicable contractual provisions when working on behalf of the Company.
3. Honest and Ethical Conduct.
4. 1. The Company's policy is to promote high standards of integrity by conducting its affairs honestly and ethically.
   2. Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company's customers, manufacturers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job.

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3. Conflicts of Interest.

1. A conflict of interest occurs when an individual's private interest (or the interest of a member of his or her family) interferes, or even appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise when an employee, officer or director (or a member of his or her family) takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company. For purposes of this Code, "family member" shall mean any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law or sister-in-law of a person, and any person (other than a tenant or an employee) sharing the household of such person.
2. Loans by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by the Company to, or guarantees by the Company of obligations of, any director or officer or their family members are expressly prohibited.
3. Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest should be avoided unless specifically authorized as described in Section 3.4.
4. Persons other than directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from, the Compliance Officer, who is currently the General Counsel.

Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Audit Committee. Where deemed necessary, the Board may instead form a special committee (composed entirely of independent directors) to review and authorize or approve the proposed conflict of interest.

4. Compliance.

1. General Policy. Employees, officers and directors should comply, both in letter and spirit, with all applicable laws, rules and regulations in the cities, states and countries in which the Company operates. Although not all employees, officers and directors are expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the Compliance Officer.
2. Insider Trading. No director, officer or employee may purchase or sell any Company securities while in possession of material nonpublic information regarding the Company, nor may any director, officer or employee purchase or sell another company's securities while in possession of material nonpublic information regarding that company. It is against Company policies and illegal for any director, officer or employee to use material nonpublic information regarding the Company or any other company to:
3. 1. obtain profit for himself or herself; or

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1. directly or indirectly "tip" others who might make an investment decision on the basis of that information.

For additional information, see the Company's Insider Trading Policy.

1. Preventing Corruption and Bribery - Anti-CorruptionLaws. We are committed to doing business honestly and transparently, and we prohibit bribery and corruption in any form regardless of where we do business. Commercial bribery, or bribery between nongovernmental businesses and individuals, is a violation of our Company policy and is illegal under U.S. laws and other laws around the world. Doing business with governments is not the same as conducting business with commercial and private parties. More stringent requirements exist around the world to prevent bribery and other corruption when doing business with governments and their related institutions. Some business practices that may be acceptable in commercial settings, such as providing meals, transportation, entertainment, or other business courtesies, may be illegal when dealing with government officials. The U.S. Foreign Corrupt Practices Act ("FCPA"), for example, generally prohibits promising, offering or making payment in money, products or services (anything of value) to foreign government officials, foreign political parties or candidates for foreign political office in exchange for favorable treatment or to influence someone to act improperly for a company's benefit. No set monetary amount defines a payment as a bribe, and the bribery does not have to result in an advantage being received. It is the intent that matters.
2. Health, Safety & Environment. The Company is dedicated to conducting its business activities and operations in a manner that promotes protection of people and the environment to the extent possible. Accordingly, employees, directors and officers of the Company shall comply with all applicable environmental, health and safety laws and shall report noncompliance with such laws to the Company pursuant to the instructions set forth herein.
3. Fair Employment Practices. The Company strives to maintain a work environment in which all individuals are treated with respect and dignity and does not discriminate on the basis of race, religion, color, sex, pregnancy, national origin, age, physical or mental disability, military or covered veteran status, marital status, sexual orientation or any other classification protected by applicable federal, state or local law. Further, the Company is committed to compliance with applicable labor and employment laws, including antidiscrimination laws and laws related to freedom of association and privacy. Each employee, officer and director of the Company shall treat all colleagues in a respectful manner, free from bias, prejudice and harassment. Any employee, officer or director who is found to have discriminated against or harassed another employee, officer or director, or retaliated against an employee, officer or director who reported any such conduct, shall be subject to immediate disciplinary action, including potential termination of employment.

5. Disclosure.

1. The Company's periodic reports and other documents filed with the SEC, including all financial statements and other financial information, must comply with applicable federal securities laws and SEC rules.

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5.2. Each director, officer and employee who contributes in any way to the preparation or verification of the Company's financial statements and other financial information must ensure that the Company's books, records and accounts are accurately maintained. All books, records, accounts and financial statements shall also conform to applicable law and to the Company's system of internal controls. The Company's assets must be carefully and properly accounted for, no undisclosed or unrecorded account or fund shall be established for any purpose, and no false or misleading entries shall be made in the Company's books or records for any reason.

Each director, officer and employee must cooperate fully with the Company's accounting and internal audit departments, as well as the Company's independent public accountants and counsel. Employees, directors, and officers of the Company shall further comply with any document retention policy that the Company may establish from time to time.

1. 1. Each director, officer and employee who is involved in the Company's disclosure process
      must:
   2. 1. be familiar with and comply with the Company's disclosure controls and procedures and its internal control over financial reporting; and
      2. take all necessary steps to ensure that all filings with the SEC and all other public communications about the financial and business condition of the Company provide full, fair, accurate, timely and understandable disclosure.
2. Protection and Proper Use of Company Assets.
3. 1. All directors, officers and employees should protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability and are prohibited.
   2. All Company assets should be used only for legitimate business purposes, though incidental personal use may be permitted. Any suspected incident of fraud or theft should be reported for investigation immediately.
   3. The obligation to protect Company assets includes the Company's proprietary information. Proprietary information includes intellectual property such as trade secrets, patents and patent applications, trademarks and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any nonpublic financial data or reports. Unauthorized use or distribution of this information is prohibited and could also be illegal and result in civil or criminal penalties.
4. Corporate Opportunities. All directors, officers and employees owe a duty to the Company to advance its interests when the opportunity arises. Directors, officers and employees are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use of Company assets, property, information or position. Directors, officers and employees may not use Company assets, property, information or position for personal gain (including gain of friends or family members). In addition, no director, officer or employee may compete with the Company.

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1. Confidentiality. Directors, officers and employees should maintain the confidentiality of information entrusted to them by the Company or by its customers, manufacturers, suppliers or partners, except when disclosure is expressly authorized or is required or permitted by law. Confidential information includes all nonpublic information (regardless of its source) that might be of use to the Company's competitors or harmful to the Company or its customers, manufacturers, suppliers or partners if disclosed.
2. Fair Dealing. Each director, officer and employee must deal fairly with the Company's customers, manufacturers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job. No director, officer or employee may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice.
3. Gifts and Entertainment. Employees, directors and officers of the Company as well as family members of employees, directors and officers, shall not, directly or indirectly, accept services, payment or gifts from any current or prospective customer, supplier, manufacturer or partner of the Company, including, without limitation, commissions, loans, free services, products, entertainment, travel or tickets. Notwithstanding the foregoing, employees, directors and officers of the Company shall not be prohibited from accepting entertainment, travel or gifts that are openly accepted courtesies given in connection with normal business relations, such as holiday gifts, business luncheons or promotional items each with a value of less than $250 per person, unless a different amount is approved by the Audit Committee.

Employees, directors, and officers shall make every effort to refuse or return a gift that is beyond the permissible bounds of this Code; provided, however, that if it would be inappropriate to refuse or return a gift, the receipt of such gift shall promptly be reported to the Company's Compliance Officer, who shall determine the appropriate course of action, including directing that the gift be donated to an appropriate community organization.

11. Reporting and Enforcement.

11.1. Reporting and Investigation of Violations. All employees, directors and officers of the Company have a duty to report any known or suspected violations of this Code, including violations of any applicable laws, rules, regulations or policies. Such known or suspected violations can by reported by any of the following means:

1. Leaving a detailed message regarding the complaint or concern on the Company's Ethics Hotline at 833-986-4075 or reporting the complaint or concern at https://www.whistleblowerservices.com/sqltechnologies. Individuals may remain anonymous when reporting complaints or concerns by these means.
2. Contacting the Compliance Officer of the Company at:
   SKYX Platforms Corp. Attn: General Counsel 2855 W. McNab Rd.
   Pompano Beach, FL 33069

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