Employee Code of Conduct

Code of Conduct at Nano Net Technologies Inc. Effective Dec 2nd 2020

Nanonets strives to be a company that lives its values every day.

Humanity

Humanity and Dignity

Nanonets respects the protection of internationally proclaimed human rights. Nanonets is committed to upholding the fundamental human rights of our employees, and we expect our vendors, partners, and others who provide services on behalf of Nanonets to adhere to the same high standards. Nanonets rejects all forms of child, forced, or slave labor and prohibits unlawful discrimination.

Equal Opportunity Employment

It’s our belief that all people are entitled to equal employment opportunities. Nanonets assures equal treatment in the administration of all personnel matters from recruitment to compensation and advancement without regard to race, color, creed, sex, gender, religion, marital status, veteran or military status, registered domestic partner status, age, national origin or ancestry, physical or mental disability, medical condition, genetic information, sexual orientation, taking or requesting statutorily protected leave, or any other consideration made unlawful by federal, state, or local laws (the “Protected Categories”). Nanonets does not tolerate illegal discrimination or harassment of any kind.

Health and Safety

Nanonets is committed to protecting the health and safety of our employees, visitors, and the public. This includes a commitment to environmentally sustainable practices and promoting the sustainable use of resources.

All employees, contractors, consultants and others are expected to comply with health and safety laws and Nanonets policies. Nanonets does not tolerate any level of violence or the threat of violence in the workplace. Under no circumstances may anyone bring a firearm, explosive or other dangerous weapon or substance to work, to any Nanonets-sponsored events, or to any off-site location where Nanonets business is conducted. In the event of potential violence or a dangerous situation, immediately contact local law enforcement and report it promptly to the Workplace Team, People Team or our Legal Team.

Ethics

In performing their job duties, Nanonets employees should always act lawfully, ethically, and in the best interests of Nanonets. Employees who are unsure whether their conduct or the conduct of their coworkers complies with the Code of Conduct or applicable laws should contact their manager, the People Team, or the Legal Team.

Conflicts of Interest

In performing their job duties, employees are expected to use their judgment to act, at all times and in all ways, in the best interests of Nanonets. A "conflict of interest" exists when an employee's personal interest interferes with the best interests of Nanonets. For example, a conflict of interest may occur when an employee or a family member receives a personal benefit as a result of the employee's position with Nanonets. A conflict of interest may also arise from an employee's business or personal relationship with a customer, supplier, competitor, business partner, or other employee, if that relationship impairs the employee's objective business judgment, such as if an employee accepts employment, advisory positions, board seats, or similar affiliations with Nanonets’s competitors, customers, vendors, or partners.

Employees should attempt to avoid conflicts of interest and employees who believe a conflict of interest may exist should promptly notify the Legal Team. The Legal Team will consider the facts and circumstances of the situation to decide whether corrective or mitigating action is appropriate. Likewise, the Legal Team will be able to provide approval to employees for activities where appropriate review deems that no conflict of interest will be created.

Accepting Gifts, Entertainment, and Other Business Courtesies

Accepting gifts, entertainment and other business courtesies from a competitor, customer, vendor or business partner often creates the appearance of a conflict of interest, especially if the item is lavish. Generally, acceptance of inexpensive “token” non-cash gifts is permissible. In addition, infrequent and moderate business meals and entertainment with outside companies can be appropriate aspects of many Nanonets business relationships, provided they aren’t excessive, don’t create the appearance of impropriety and further the business relationship between Nanonets and the other company. As this is an area of intense scrutiny, subject to significant civil and criminal penalties and may run counter to Nanonets’s values and ethical practices, it is strongly recommended that before accepting any gift or courtesy, you consult with Legal and be mindful that you may need to obtain manager or Legal’s approval in advance.

Price Fixing

Employees may not discuss prices or make any formal or informal agreement with any competitor regarding prices, discounts, business terms, or the market segments and channels in which Nanonets competes, where the purpose or result of such discussion or agreement would be inconsistent with applicable antitrust laws. If you have any questions about this section or the applicable antitrust laws, please contact the Legal Team.

Bribery; Payments to Government Personnel

Employees may not bribe anyone for any reason, whether in dealings with governments or the private sector. The U.S. Foreign Corrupt Practices Act and UK Anti Bribery Act, and similar laws in other countries, prohibit offering or giving anything of value, directly or indirectly, to government officials or other individuals in order to obtain or retain business. Employees may not make illegal payments to government officials themselves or through a third party. Employees who are conducting business with the government officials of any country must contact the Legal Team for guidance on the law governing payments and gifts to governmental officials.

Recordkeeping, Reporting, and Financial Integrity

Nanonets's books, records, accounts and financial statements must be maintained in appropriate detail, must properly reflect the Company's transactions and must conform both to applicable law and to the Company's system of internal controls. Further, Nanonets's public financial reports must contain full, fair, accurate, timely and understandable disclosure as required by law. The Company's financial, accounting and legal teams are responsible for procedures designed to assure proper internal and disclosure controls, and all employees should cooperate with these procedures.

Reporting

Employees are encouraged to speak with anyone in their management chain, the People Team, or the Legal Team when they have a question about the application of the Code of Conduct or when in doubt about how to properly act in a particular situation. You may email [e-mail] or if you prefer anonymity, submit a report via this form.

We must all work together to respond promptly and consistently to potential violations of our Code of Conduct, but in some situations, it may not be clear whether a violation has occurred. Please keep the following in mind when reporting or determining when to report something:

• It’s important to have all of the facts. In order to review a situation and determine the best course of action, we need to be as fully informed as possible.

• Ask yourself what you are specifically being asked to do? Does it seem unethical or improper? Listen to your judgment and common sense - if something seems like it’s not ethical or just not right, it probably isn’t.

• Clarify your responsibility and your role. In most situations, there’s a shared responsibility. Have your colleagues been informed?

• Discuss the issue with your manager. In many cases, your manager will likely have prior knowledge or additional context related to the situation, and they’ll appreciate being brought into the decision-making process. They’ll also be in a position to help you escalate to People or Legal if needed.

Nanonets will not allow retaliation against an employee for reporting misconduct by others in good faith. Employees must cooperate in internal investigations of potential or alleged misconduct.

Employees who violate the Code of Conduct will be subject to disciplinary action up to and including termination. Please note that certain violations of this Code may also be subject to civil or criminal prosecution by governmental authorities or others.