Insider Trading Policy

Insider Trading Policy of Doofus Corporation

1. Purpose. The purpose of this Insider Trading Policy (this “Policy”) is to ensure compliance with federal securities laws and regulations, including those of the U.S. Securities and Exchange Commission (the “SEC”), and the applicable listing standards of any securities exchange on which Doofus Corporation, a Delaware corporation (the “Corporation”), securities are listed or quoted for trading, as amended from time to time. This Policy prohibits trading in the Corporation's securities based on material nonpublic information and promotes ethical conduct in the handling of sensitive information. The Corporation is committed to maintaining the highest standards of corporate governance and transparency.

This Policy applies to all directors, officers, employees, consultants, contractors, and other representatives of the Corporation and its subsidiaries and affiliates (each, a “Covered Person” and collectively, “Covered Persons”). This includes family members and other persons or entities whose securities transactions are subject to the influence or control of a Covered Person.

2. Definition of Material Nonpublic Information.

• Material Information. Information is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision, or if the information could reasonably be expected to affect the price of the Corporation’s securities. Examples include, but are not limited to:
• Financial performance and projections.
• Significant mergers, acquisitions, or dispositions.
• Major product developments.
• Changes in management or Board structure.
• Major legal or regulatory developments.
• Nonpublic Information. Information is considered “nonpublic” if it has not been widely disseminated to the public through official channels such as press releases or SEC filings. Information only becomes public after a reasonable time has passed following such dissemination.

3. Prohibited Transactions.

• Trading on Material Nonpublic Information. No Covered Person may purchase, sell, or engage in any other transaction involving the Corporation's securities, directly or indirectly, while in possession of material nonpublic information.
• Tipping. Covered Persons are prohibited from disclosing material nonpublic information to any other person (“tipping”), including family members, friends, or business associates, who may then use that information to trade in the Corporation's securities.
• Short-Term and Speculative Transactions. Covered Persons are prohibited from engaging in speculative trading activities, including short sales, options trading, hedging, or any other form of market speculation in the Corporation's securities.

4. Blackout Periods. To prevent potential insider trading violations, certain Covered Persons, including directors, officers, and other individuals with regular access to material nonpublic information, may be subject to trading restrictions during specific time periods (“blackout periods”). The Corporation will implement blackout periods around the release of quarterly and annual financial results, or other times when sensitive information is being prepared for public disclosure.

Covered Persons subject to blackout periods will be notified in advance by the Corporation’s Legal Counsel or Compliance Officer.

5. Pre-Clearance of Trades. Certain designated individuals, including directors and executive officers, are required to obtain prior written clearance from the Corporation’s Legal Counsel or Compliance Officer before engaging in any transaction involving the Corporation’s securities. Pre-clearance will not be granted during blackout periods or while the individual is in possession of material nonpublic information.

6. Rule 10b5-1 Trading Plans. Covered Persons may establish Rule 10b5-1 trading plans that allow for the systematic purchase or sale of the Corporation’s securities, even when the individual is in possession of material nonpublic information, provided that the plan is established in good faith during a period when the individual is not in possession of such information. The establishment, modification, or termination of a Rule 10b5-1 plan must be pre-approved by the Legal Counsel or Compliance Officer.

7. Reporting Obligations. Directors, officers, and principal shareholders of the Corporation who are subject to Section 16 of the Securities Exchange Act of 1934 must file reports with the SEC disclosing their transactions in the Corporation’s securities. These individuals must promptly notify the Corporation’s Legal Counsel of any transactions, to ensure timely and accurate reporting.

8. Consequences of Violations. Violations of this Policy, federal securities laws, or exchange listing standards can result in severe consequences, including:

• Civil and Criminal Penalties. Insider trading violations can result in civil penalties, fines, and imprisonment.
• Disciplinary Action. Covered Persons who violate this Policy may be subject to disciplinary action by the Corporation, including termination of employment or engagement.

9. Reporting to Authorities. In addition to internal disciplinary measures, the Corporation will report any violation of this Policy that involves insider trading by a Covered Person to the relevant regulatory authorities, such as the SEC, for investigation. The Corporation will fully cooperate with any governmental or regulatory investigation arising from such violations.

10. Amendments and Waivers. The Corporation reserves the right to amend this Policy at any time to ensure compliance with applicable laws, rules, and regulations, including any amendments to SEC regulations and exchange listing standards. Any waivers of this Policy for directors or executive officers must be approved by the Board and promptly disclosed as required by applicable law and securities exchange rules.

11. Questions and Compliance Assistance. Any Covered Person who has questions about this Policy or its application should contact the Corporation’s Legal Counsel or Compliance Officer for guidance. The Corporation is committed to assisting its employees and representatives in understanding and adhering to this Policy.

Adopted as of September 4, 2024