Vendor Code of Conduct

In this Vendor Code of Conduct (“Code”), the terms “Varicent”, “our” and “us” refer to VARICENT US OPCO CORPORATION and all its affiliates. The term “Vendor”, “you”, or “your” refers to Varicent’s suppliers, vendors, service providers, and their employees and contractors, who provide products or services to Varicent.

1. Purpose and Scope. This Code sets out standards of business conduct you must follow in providing services or products to Varicent. This Code applies to your conduct, your interaction with Varicent, its employees, clients, vendors, suppliers, and business partners, and your access to Varicent’s facilities and property. You are responsible to notify all subcontractors and individuals providing services through you of their obligations under this Code and to ensure that all such parties comply with its terms. You also undertake, warrant and represent that you shall implement the same or substantially similar standards for your own suppliers, sub-contractors and other participants in your supply chains. Your breach of this Code may result in termination of your contract and may subject you to civil or criminal sanctions. This Code may be updated or amended from time to time. It is your responsibility to review this Code and any amendments periodically to ensure you are in compliance with it. To the extent there are any ambiguities or conflicts between the terms of any agreement entered into between you and Varicent and the terms of this Code, the conflicting provisions of the agreement will prevail.

2. Compliance with Laws. You will act honestly and with integrity and comply with the provisions of the applicable laws and regulations of the jurisdictions in which you operate. You will also implement monitoring and enforcement procedures to ensure compliance with laws outlined herein.

3. Fair Business Dealings.

(a) Conflicts of Interest. You shall not engage in a financial or any other relationship with a Varicent employee that creates any actual or potential conflict of interest for Varicent. You understand that a conflict of interest arises when the personal interests of the Varicent employee are inconsistent with the responsibilities of their position within our company. All such conflicts must be disclosed. You must immediately report to Varicent any instance of actual or perceived conflict of interest. If a conflict of interest exists, you must not attempt to gain advantage or preferential treatment as a result of the conflict situation.

(b) Gifts and Entertainment. You must not 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 our business must not influence an upcoming decision, 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. We prefer that you do not give our employees’ gifts; under no circumstances should you feel obliged to offer gifts, meals, or hospitality to our employees.

(c) Anti-Corruption, Anti-Bribery, Anti-Money Laundering and Anti-Trust and Competition. You must not engage in bribery, corruption, extortion, or otherwise inappropriately influence or attempt to influence public officials or others in order to obtain a business advantage or preferential treatment. You must not engage in any money laundering activities or accept, transfer, convert or conceal money obtained from criminal activities or related to terrorist financing. You must comply with all applicable legislation pertaining to anti-corruption, anti-bribery, anti-money laundering and anti-trust and fair competition laws, including the US Foreign Corrupt Practices Act, the UK Bribery Act and the Canadian Corruption of Foreign Public Officials Act, and must not directly or indirectly engage in any activities that would violate such laws. You must not fix prices, rig bids, allocate customers or markets, or exchange current, recent or future pricing information with your competitors.

(d) Fraud Prevention. You must not engage in any fraudulent or dishonest business activities, including, but not limited to: theft, embezzlement or misappropriation of funds or property; forgery or alteration of any document; falsification, misuse or unauthorized removal of records; false representation or concealment of information that is designed to result in you, or Varicent, obtaining a benefit to the detriment of others.

(e) Trade Law and Restrictions. You must comply with all applicable export and import controls, anti-boycott regulations, economic sanctions and other applicable trade laws, regulations, policies, and procedures. This applies wherever you operate, including when you sell or transfer products, services, technology, and software to Varicent.

4. Use of Corporate Assets and Information.

(a) Corporate Property. You must 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 of a contract or upon request. Vendors 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. Intellectual property created while carrying out the duties of your engagement with Varicent, or using our resources, is owned by us unless otherwise specified in any written agreement between you and Varicent.

(b) Business Continuity. You shall have in place procedures, including but not limited to disaster recovery procedures, adapted to your particular circumstances, to maintain your business continuity in accordance with applicable laws, industry standards and contractual requirements.

(c) Alcohol and Drugs. You shall not assign any personnel to provide services to Varicent 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.

5. Labour and Human Rights.

(a) Employment Practices and Working Conditions. You shall adopt employment practices that comply with applicable employment and labour laws and regulations, including “modern slavery” legislation, as well as with internationally proclaimed human rights which include the Universal Declaration of Human Rights and the International Labour Organization (“ILO”) conventions. This includes but is not limited to requirements regarding minimum wage, minimum legal working age, working hours, overtime, days of rest, compensation, and freedom of association. You shall adopt employment practices that prohibit 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. You will treat all your employees and candidates for employment fairly, ethically, respectfully and with dignity, including having a non-discriminatory hiring and employment policy with respect to differences such as gender, race, colour, age, disability, sexual orientation, ethnic origin and religion. You will not use child labor. You shall protect your employees from harassment in the workplace including sexual, physical and psychological abuse, and you shall not allow employees providing services to Varicent to engage in such forms of harassment of Varicent employees, clients, suppliers, and vendors. You will demonstrate a commitment to identify, measure, and improve a culture of diversity and inclusion through all aspects of workplace management.

(c) Health and Safety. You will provide a safe and healthy working environment for your personnel, in accordance with all applicable laws and regulations. You must take appropriate action to prevent occupational illnesses and work-related accidents. If your employees are present at a Varicent site, they must operate and behave in an acceptable and safe manner, without presenting an undue risk to themselves, Varicent employees or others. You should encourage reporting, without fear of retaliation, of any hazard, concern or injury.

6. Privacy. You must respect and protect the reasonable privacy expectations of personal information of everyone you do business with, including suppliers, customers, consumers and employees. You must comply with applicable privacy and information security laws and regulatory requirements when personal information is collected, stored, processed, transmitted and shared. You shall only collect and use personal information for lawful and appropriate purposes, and with the individual’s consent. Where personal information is transferred to a third-party service provider, you shall ensure that the third party only uses the information for the lawful purposes for which it was supplied and maintain the necessary controls to secure personal data.

7. Environmental. You will comply with applicable environmental laws and conduct your activities in an environmentally responsible manner, including but not limited to obtaining and keeping current all required environmental permits, approvals, and registrations, and following applicable operational and reporting requirements. Throughout your operations, you will also use commercially reasonable efforts to reduce consumption of resources, seek to minimize energy consumption and greenhouse gas emissions, and seek ways to improve energy efficiency and use cleaner sources of energy.

8. Sourcing Minerals Responsibly. If you are a supplier of tangible products, you must have policies in place that reasonably ensure that the tantalum, tin, tungsten and gold in the products you supply come from socially and environmentally responsible sources and do not directly or indirectly finance or benefit armed groups that are perpetrators of serious human rights abuses. You shall exercise adequate due diligence on the source and chain of custody of these minerals and make their due diligence measures available upon request.

9. Compliance. By acceptance of the standards set out in this Code, you commit that all existing and future business relationships with Varicent will be subject to the provisions herein. You are expected to provide your employees with mechanisms to report violations or potential violations of this Code or any law, rule or regulation, without fear of reprisal. Varicent reserves the right to assess and monitor your practices with respect to this Code, including by self-assessment questionnaires. You must be able to demonstrate compliance with the Code upon request. In the case of a violation or potential violation to the Code, you shall take all reasonable measures to meet the requirements set out in the Code in a diligent manner. Failure to comply with the Code may result in the termination of the business relationship between yourself and Varicent. You must promptly report any known or suspected breach of this Code to Varicent. This applies whether the breach, suspected breach or activity involves you, 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; you must cooperate fully with all such investigations.