Varicent Code of Conduct

In this Code of Conduct (“Code”), the term “Varicent”, refers to VARICENT US OPCO CORPORATION and its affiliates.

1. Purpose and Scope. This Code sets out standards of business conduct Varicent follows in its operations. This Code is a roadmap to how Varicent makes decisions that meet high standards of integrity, professionalism and ethical behavior. This Code may be updated or amended from time to time. References herein to “employees” includes both regular and temporary employees working either full-time or part-time, as well as consultants, independent contractors and agency staff providing services to Varicent.

2. Fair Business Dealings.

(a) Conflicts of Interest. A “conflict of interest” exists when a person’s private interests interfere in any way, or even appear to interfere, with the interests of Varicent or its customers, partners or vendors. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform their company work objectively and effectively. Conflicts of interest may also arise when an employee (or a member of their family) receives improper personal benefits as a result of their position in the company. Varicent employees are expected to identify, avoid, and if present report any conflicts of interest that may interfere with their duties at Varicent.

(b) Gifts and Entertainment. Except under limited circumstances as described below, Varicent employees are required not to offer or receive gifts, entertainment or anything of value to gain an improper advantage or preferential treatment through, or on behalf of, Varicent. Gifts, entertainment and any advantages either given or received in connection with Varicent’s business must be for a valid business purpose and appropriate to the circumstances under which they are offered, including being legal, unsolicited, considered an accepted business practice and reasonable and modest in terms of value, frequency and quantity. Varicent prefers that its customers, partners and vendors do not give its employees’ gifts; under no circumstances should such parties feel obliged to offer gifts, meals, or hospitality to Varicent’s employees.

(c) Anti-Corruption, Anti-Bribery, Anti-Money Laundering and Anti-Trust and Competition. Varicent is committed to operating its businesses conforming to the highest ethical standards. We do not tolerate bribery or corruption in any form. All Varicent employees, must comply with applicable laws, regulations and Varicent policies pertaining to the identification, investigation, and reporting of all actual or suspected incidents of fraud, money laundering, bribery, illegal activity and other suspicious or unusual activities (including attempted suspicious transactions). Furthermore, they shall not, directly or indirectly, offer or receive any illegal or improper payments or comparable benefits that are intended or perceived to obtain undue favors for the conduct of its business. Varicent does not fix prices, rig bids, allocate customers or markets, or exchange current, recent or future pricing information with its competitors.

3. Use of Corporate Assets and Information.

(a) Corporate Property. Varicent employees are required to use Varicent Property (as defined below) responsibly and solely for authorized business purposes and must ensure that Varicent Property is returned to Varicent upon termination. Employees who are using Varicent’s hardware, software, website, e-mail, telecommunications, internet access or other systems that support and host the network of Varicent are expected to abide by Varicent’s guidelines with respect to the proper use of those facilities. Varicent Property includes: (i) Varicent’s equipment, supplies, records, documents, and other assets; (ii) Varicent’s intellectual property (such as but not limited to Varicent’s trade secrets, inventions, brands, logos, slogans, domain names, business names, and other features used to identify Varicent and its products or services); (iii) software, scripts, interfaces, documentation, advertising and marketing materials, content (such as website content) and databases; and (iv) ideas, systems and business processes.

(b) Alcohol and Drugs. Varicent does not assign any personnel to provide services who are impaired by drug or alcohol use. The use or possession of illegal drugs on Varicent’s property is prohibited at all times. Alcohol use is prohibited on Varicent’s property except under special circumstances specifically authorized by Varicent, such as when alcohol is served at Varicent-sponsored events.

4. Labour and Human Rights.

(a) Employment Practices and Working Conditions. Varicent has adopted employment practices that comply with applicable employment and labour laws and regulations. This includes but is not limited to requirements regarding minimum wage, minimum working age, working hours, overtime, days of rest, compensation, and freedom of association. Varicent prohibits the use of forced labour, which includes work or service exacted under the threat of penalty (including imprisonment), or for which the person performing the work or service has not offered themselves voluntarily, or the transportation, harbouring, recruitment, transfer, or receipt of people by means of threat, force, or coercion.

(b) Respect, Discrimination and Harassment. Varicent is committed to treating its employees and candidates for employment fairly, ethically, respectfully and with dignity, including by having a non-discriminatory hiring and employment policy with respect to differences such as gender, race, age, disability, sexual orientation, ethnic origin, religion and other protected classes. Varicent is committed to protecting its employees from harassment in the workplace including sexual, physical and psychological abuse, and Varicent does not allow employees to engage in such forms of harassment of other Varicent employees, clients, suppliers, or vendors. Varicent is committed to identifying, measuring, and improving a culture of diversity and inclusion through all aspects of workplace management.

(c) Health and Safety. Varicent is committed to providing a safe and healthy working environment for its personnel, in accordance with all applicable laws and regulations. Varicent takes appropriate action to prevent occupational illnesses and work-related accidents. If its employees are present at a Varicent site, such employees must operate and behave in an acceptable and safe manner, without presenting an undue risk to themselves or other employees or individuals on the premises. Varicent encourages reporting, without fear of retaliation, of any hazard, concern or injury.

5. Corporate Social Responsibility. Varicent believes that success is measured not only in financial terms but also in how it operates in the context of its larger community. Through its Equity Diversity Growth and Empowerment (“EDGE”) Scholarship program, Varicent proudly fosters opportunities for diversity within the technology sector for underrepresented groups, specifically women and people of color, with an emphasis on the Black and Latinx communities. Varicent also encourages its employees to volunteer and give back to their community by offering fundraising and volunteerism matches to organizations in which its employees are personally involved, and by offering employees the ability to apply for paid time off to volunteer for charitable opportunities. However, Varicent’s volunteering benefits may not be used for organizations that discriminate based on creed, race, national origin, religion, age, disability, sex, gender, or any other legally protected classification.

6. Privacy. Varicent respects and protects the reasonable privacy expectations of personal information of everyone it does business with, including suppliers, customers, vendors and employees. Varicent only collects and uses personal information for lawful and appropriate purposes.

7. Environmental. Varicent complies with applicable environmental laws and conducts its activities in an environmentally responsible manner, including but not limited to encouraging adoption of remote services delivery models where appropriate, ultimately reducing its employees’ commutes and reliance on vehicles for their everyday work.

8. Compliance. In the case of a violation or potential violation to the Code, Varicent shall take all reasonable measures to meet the requirements set out in the Code in a diligent manner. Failure to comply with the Code of any Varicent employee may result in the termination of the employee’s relationship between Varicent. Varicent employees must promptly report any known or suspected breach of this Code to Varicent. This applies whether the breach, suspected breach or activity involves Varicent or another company or individual with whom Varicent does business. Varicent takes all breaches and suspected breaches seriously and requires that they be investigated and reported to on a timely basis to