Supplier Code of Conduct

Last updated: February 21, 2025

Exafunction, Inc. Supplier Code of Conduct

Exafunction, Inc. (“Exafunction”) is a values-driven organization. Exafunction adopted this Supplier Code of Conduct to further its commitment to conducting business with honesty and integrity. This Supplier Code establishes fundamental commitments that we expect from suppliers who provide materials, products, or services to Exafunction, as well as their affiliates, subsidiaries, and subcontractors (collectively, “Suppliers”).

A. Purpose and Scope

This Supplier Code applies to all Exafunction Suppliers. This Supplier Code does not explain all of the policies, laws, and regulations that may apply to a Supplier through its relationship with Exafunction. Instead, it provides guiding principles, and Exafunction expects Suppliers to use their judgment to follow the ethical standards that Exafunction is committed to. Suppliers are expected to read this Supplier Code and comply with it. Any violation of this Supplier Code may result in remedial action, including termination of contracts or Supplier status. Suppliers must certify that they have received, read, and will comply with this Supplier Code in the attached certification form. If you have questions about this Supplier Code or the appropriate course of conduct in a particular situation, you should contact Exafunction’s Legal Department at legal@codeium.com.

B. Compliance With Laws

Suppliers must comply with all applicable laws, rules, and regulations of the countries where they operate while conducting business with or on behalf of Exafunction. In the event that Supplier is performing services under a Federal contract, supplier may be obligated to comply with the Federally regulations listed at www.codeium.com/fars.

C. Ethical Business Conduct

Suppliers shall, at all times, act ethically while working with or on behalf of Exafunction, including in their business relationships, practices, sourcing, and operations.

(1) Foreign Corrupt Practices Act and Other Applicable Anti-Bribery Laws

Suppliers must never pay bribes regardless of local practices or competitive intensity. Suppliers must never, directly or indirectly, offer, promise, authorize, or give money or anything else of value (such as meals, gifts, travel, entertainment, or offers of employment) to any person to improperly induce that person to do something or not to do something, or to improperly reward that person for having done something or having not done something.

(2) Gifts and Offers of Hospitality

Business decisions must be made on the basis of objective criteria that are in Exafunction’s best interests. They must not be improperly influenced by gifts, favors, or hospitality. Gifts, favors, or hospitality can create a conflict of interest, may be considered bribes, and may break the law. Our Suppliers are prohibited from giving or accepting gifts to or from anyone, including Exafunction employees, that may improperly influence decision-making or could create improper appearances.

(3) Accuracy of Records and Disclosure of Information

All of our Suppliers’ business dealings should be conducted transparently and reflected accurately in their books and records. All of our Suppliers’ books, records, accounts, and financial statements must contain reasonable detail and accurately, fairly, and completely reflect the matters that they relate to, and must conform to applicable legal requirements. Information about Suppliers’ labor, health and safety, environmental practices, business activities, structure, financial situation, and performance shall be disclosed in accordance with applicable laws. Falsifying records or misrepresenting conditions or practices in the supply chain is unacceptable.

(4) Fair Business, Advertising, and Competition

Competition laws and regulations throughout the world are designed to foster a competitive marketplace and prohibit activities that restrain trade. Suppliers shall comply with all applicable laws governing fair business, advertising, and competition. Suppliers shall not enter into agreements or take other actions aimed at unlawfully eliminating competition, reducing competition, or restricting trade, or that are misleading or dishonest.

(5) Protection of Identity and Non-Retaliation

Suppliers shall ensure the confidentiality, anonymity, and protection of whistleblowers, unless inconsistent with applicable law.

(6) Privacy

Suppliers must comply with applicable privacy and information security laws and regulatory requirements when personal information is collected, stored, processed, transmitted, or shared.

(7) Conflicts of Interest

Suppliers will avoid conflicts of interest. Any situation that may create a conflict of interest with a Supplier’s work with Exafunction must be reported to Exafunction’s Legal Department. For example, our Suppliers must disclose whether one of their employees or employee’s relatives is related to a Exafunction employee that could make decisions that affect the Supplier’s or Exafunction’s business.

D. Export Controls

Suppliers must comply with all applicable export control laws, including, but not limited to the U.S. Export Administration Regulations. Suppliers will obtain any required export licenses for any export (including deemed export) of export-controlled items or technology.

E. Cybersecurity

Suppliers must keep Exafunction data secure from unauthorized access through the use of adequate organizational and technical safeguards. Suppliers must notify Exafunction promptly if any cybersecurity breach results in the loss or compromise of Exafunction data.

F. Human Rights and Labor

Exafunction strives to maintain a work environment where all individuals are treated with respect and dignity. Everyone has the right to work in a professional atmosphere that promotes equal employment opportunities and where discriminatory practices, including harassment, are prohibited. Suppliers shall treat all colleagues in a respectful manner and promote working relationships that are uniformly free of bias, prejudice, coercion, exploitation, and harassment. Suppliers shall prohibit discrimination against, or harassment of, any employee 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, family medical leave, gender identity, and any other classification protected by applicable law. Suppliers must not use, engage in, or contribute to or facilitate modern slavery; human trafficking; child, forced, or involuntary prison labor; or any form of coercion or exploitation, and must ensure that no part of their operations, supply chain, or business relationships involve any of the foregoing.

Suppliers shall comply with all labor laws and uphold the human rights of all workers. This includes abiding by all laws addressing involuntary labor, modern slavery, child labor, human trafficking, coercion or exploitation of workers, working hours, wages and benefits, humane treatment of workers, non-discrimination, freedom of association, and freedom to share grievances. Exafunction’s Suppliers must prohibit human trafficking and involuntary servitude and promote and ensure the humane treatment of workers.

G. Health and Safety

Suppliers’ operations shall provide a safe workplace by complying with all applicable health and safety laws and regulations. Additionally, Suppliers shall take proactive measures that support accident and injury prevention and minimize health risk exposure. Suppliers shall obtain, keep current, and comply with all applicable health and safety permits, registrations, and reporting requirements. Suppliers shall develop and implement emergency plans and response procedures that will minimize harm to life, environment, and property.

H. Environmental

Suppliers shall comply with all applicable laws and regulations relating to the protection of the environment or natural resources, pollution, the release of any materials into the environment, and hazardous substances or wastes. Suppliers will obtain, keep current, and comply with all required environmental permits, approvals, and registrations, including all operational and reporting requirements.

I. Confidential Information and Insider Trading

Suppliers may learn confidential or proprietary information about Exafunction and its employees, customers, other suppliers, or business partners (“Confidential Information”). Confidential Information includes any non-public information related to Exafunction, including its business, technology, future plans, employees, operations, and any other information useful to competitors or harmful to Exafunction if disclosed.

Suppliers must protect Confidential Information, use Confidential Information only for permissible business purposes and in accordance with any applicable restrictions, and limit dissemination of Confidential Information to people who need to know the information for business purposes and who are bound by similar obligations of confidentiality, unless disclosure is authorized by Exafunction or legally mandated. The obligation to protect Confidential Information does not end when the Supplier’s relationship with Exafunction ends. Any questions about whether information qualifies as Confidential Information should be directed to Exafunction’s Legal Department.

Suppliers must comply with applicable insider trading and securities laws governing securities. Suppliers may obtain access to material, non-public information (including Confidential Information) about Exafunction and other companies that Exafunction does business with and may not buy or sell any securities based on that information.

J. Physical and Intellectual Property

Suppliers will respect intellectual property rights, protect confidential information, and comply with applicable intellectual property laws. Suppliers must protect Exafunction’s intellectual property, including its copyrights, patents, trademarks, and trade secrets. Any suspected incident of fraud or theft of Exafunction’s property, including intellectual property, should be reported immediately to Exafunction’s Legal Department for further inquiry.

K. Reporting Obligations

Suppliers must promptly inform Exafunction if they believe they or other people—including Exafunction employees—have or may have violated this Supplier Code. Violations of this Supplier Code may be reported anonymously or confidentially via email to legal@codeium.com.

Exafunction will not permit retaliation of any kind against anyone who makes a report or complaint in good faith. Exafunction encourages and values good faith reporting of conduct that may violate this Supplier Code or applicable laws.

L. Amendment

Exafunction is continuously reviewing and updating its policies, and therefore may amend this Supplier Code at any time for any reason. Updates will be posted to Exafunction’s website.