ANTI-CORRUPTION POLICY

PURPOSE

Userpeek is dedicated to supporting the highest corporate ethics and compliance with all applicable laws, rules, and regulations. As part of this commitment, all Userpeek workers are obligated to comply with the Foreign Corrupt Practices Act ("FCPA"), the UK Bribery Act, any anti-bribery legislation, local laws, this Policy, and any processes devised by management to enforce this Anti-Corruption Policy ("Policy").

SUBJECT TO PROHIBITION

Userpeek's officers, employees, agents, and representatives are forbidden from allowing, making, giving, promising, soliciting, receiving, or accepting any type of bribes or kickbacks:

Do not approve, make, offer, promise, seek, receive, or accept inappropriate payments of any kind.

This restriction includes both commercial bribery and bribery of government officials.

The anti-corruption laws of the United States and other nations outlawing bribery are quite broad, such that many types of gifts or entertainment supplied to government personnel might be deemed inappropriate. In light of this, you are prohibited from giving anything of value to a government official in order to improperly influence the official, obtain or keep business, or gain any advantage. Whether the payment or offer of payment is made directly to the government official or indirectly through a third party, this restriction applies.

These are examples of forbidden conduct:

Inappropriate payments paid directly to a government officer;

payments or gifts to third parties where you are aware or have reason to believe that at least a portion of the payments or gifts will be delivered to a government official for an unlawful purpose.

activities "in furtherance of" an inappropriate payment, such as securing cash for the payment; and

Payments made to keep assets, such as "under the table" payments to tax officials to settle tax claims.

It is essential to prevent even the impression of improper behavior. Before making a payment or offer, ask Userpeek's General Counsel if you have any doubts regarding whether a payment may be inappropriate or violate this Policy.

ESSENTIAL CONCEPTS

Included in "government official" are:

any government officer or employee, including political parties, administrative agencies, and government-owned businesses;

any individual functioning on behalf of a government entity in an official capacity;

employees or agents of a government-owned or -controlled enterprise;

any individual or organization working for or on behalf of a government;

any political party official, party employee or agent, or candidate for political office (or party post); and

any relative or other representative of any of the preceding.

For purposes of the FCPA, any uncertainty regarding whether a specific individual is a government official should be handled by presuming that the individual is a government official.

The phrase "anything of value" refers to money and monetary equivalents (such as gaming chips and gift cards), entertainment, lodging, and any other advantage. There is no "minimum" quantity necessary under the FCPA; any amount can constitute a violation.

"Impermissible benefit" comprises contributions meant to:

influence a choice made by an official, including his or her failure to execute official duties;

encourage a government official to use his or her influence to influence the decision of another government official; and

encourage a government person to use his or her influence to influence or effect any action or decision.

In addition to acquiring or maintaining business, "improper benefits" include the reduction of taxes or duties, the "turning a blind eye" to minor code or rule infractions, and any type of preferential treatment.

GIFTS, ENTERTAINMENT, TRAVEL & PROMOTIONAL EXPENDITURES

Gifts can be a suitable approach for business professionals to demonstrate appreciation for one another. Userpeek requires its employees to use discretion and moderation while offering or receiving gifts or entertainment. Please refer to our Travel and Expense Policy for instructions about gifts. No gift or entertainment should ever be offered, presented, or accepted by you unless it meets the following criteria:

is moderately priced and not excessive;

is suitable given the conditions and serves a reasonable commercial objective

is conventional and suitable according to American and local norms;

has no inappropriate intent and cannot be regarded as a bribe, kickback, or payment;

violates no Userpeek guidelines;

does not break any United States, local, or global laws or regulations

Gifts valued at more than $250 must be declared to the General Counsel prior to acceptance; and

is appropriately reflected in your expenditure reports and Userpeek's financial records.

It is imperative that you correctly disclose expenditures for gifts and entertainment, so that the purpose, quantity, and receiver of the present are apparent to finance and other workers who may inspect our books and records. The objective of the expenditures, the identity of the persons receiving the gifts or entertainment, and whether the gift or entertainment was provided to a public sector official or to any government employee should be correctly stated in expense reports.

There are significant legislative limits regarding the provision of gifts, entertainment, travel, and promotional expenses for government officials. You must ensure that you have a thorough comprehension of all such limits and accompanying rules and procedures. In each situation:

All gifts, entertainment, and promotional expenses intended to induce a government official to misuse his position or obtain an improper advantage are prohibited, regardless of their value. In other words, it is never permissible to offer a gift or incur an expense in exchange for something (quid pro quo);

The costs must have a legitimate business purpose and be reasonable and required under the conditions.

Token gifts (such as t-shirts or tote bags with Userpeek's business name and/or logo) must be lawful, customary, and freely offered; and

Before providing travel, food, or entertainment expenses directly or indirectly to a government official, you must first acquire written clearance from the General Counsel.

You are required to provide an immediate written report to the Chief Financial Officer so that the costs and gifts may be documented appropriately in Userpeek's books and records and supported by receipts.

Avoid even the impression of improper behavior. Userpeek is not permitted to accept extravagant gifts or expenses that might disgrace the company. Prior to providing a gift or incurring a cost for which you have any doubts about its propriety, you should approach the General Counsel.

FACILITATING PAYMENTS

The FCPA and other anti-bribery statutes may make limited exceptions for minimum payments made to facilitate or expedite regular, legitimate services or non-discretionary administrative acts, such as telephone installation. Other anti-corruption rules forbid such payments, though. All facilitating payments must be approved in advance in writing by the General Counsel.

REPRESENTATIVES, PARTNERS, CONSULTANTS, DISTRIBUTORS, AGENTS, AND OTHER THIRD PARTIES

Before establishing a partnership with a representative, partner, consultant, distributor, agency, or other third party, you must do the necessary due diligence to ensure that the representative will not participate in unethical behavior. Generally, due diligence will involve such considerations as:

the qualities of the representative for the job or task at question.

whether the representative has professional or personal links to the government;

the representative's reputation with the United States Embassy or Consulate, local bankers, clients, and other business contacts; and

how reasonable the pay is.

Consult with the General Counsel regarding the due diligence approach applicable to your circumstances.

In every circumstance, all third parties must strictly adhere to U.S. regulations. In accordance with the Foreign Corrupt Practices Act ("FCPA"), the U.K. Bribery Act and any other applicable anti-bribery and anti-corruption statutes.

Userpeek must cancel contracts with any third party that refuses or is unable to represent the company in accordance with this Policy.

RED FLAGS

During due diligence and during any future connection, you must be vigilant for "red flags." A "red flag" is a fact or condition that warrants more consideration and vigilance. Red flags can occur in several forms, including:

payments made in a nation with a history of or reputation for corruption;

refusal to produce a certification of FCPA compliance;

Unusual payment habits or demands, such as payments to third parties, in cash, and transfers to foreign bank accounts;

representations or boasts of influence or relationships;

without convincing justification, the use of a shell or holding company to conceal ownership.

Allegations of unethical business conduct (credible rumors or media stories, etc.);

familial or commercial ties to the government or to a government figure;

Requests for "upfront" payments or claims that a specific amount of money is required to "get the business" or "make the appropriate preparations" or similar phrases;

a commission, agent's fee, or payment for products or services that is very high;

a lack of apparent qualities or resources;

if the agent or joint venture partner has been endorsed by a government authority;

demands the authority to enter into agreements without Company approval; and

seeks confidentiality of agreements or conversations.

You are accountable for identifying red flags in your email and other interactions and documents. Any red flags should be reported immediately to your supervisor or the General Counsel of Userpeek. Not doing so is a violation of this Policy.

BOOKS AND RECORDS

All personnel are responsible for keeping accurate records of all transactions and assisting in ensuring that the company's books and records correctly and fairly represent all transactions, costs, and other dispositions of assets in sufficient detail. To this purpose, employees are banned from manipulating any business or accounting records and are required to accurately disclose and document any asset dispositions. For whatever purpose, undisclosed or unrecorded cash or assets are banned.

Any issues regarding how to record transactions should be sent to the General Counsel of Userpeek.

In addition to the aforementioned rules, all workers are required to adhere to the Company's Code of Business Conduct and Ethics.

REPORTING BREACHES OF THIS POLICY

Compliance with this Policy is the sole responsibility of every Userpeek employee first and foremost. Any known or suspected breaches of this Policy must be reported in person or in writing to either the Chief Financial Officer or the Chair of the Audit Committee. Moreover, any employee with questions or concerns regarding this Policy may contact the General Counsel or the Audit Committee Chair. Mail to acp@userpeek.com to submit any inquiries or reports of policy violations in complete anonymity.

Userpeek prohibits any kind of retribution against any employee who, in good faith, reports a breach of this Policy. The Company will examine alleged breaches, decide a suitable reaction, including remedial action and preventive measures, and, if necessary, will include the Chair of the Audit Committee or Chief Financial Officer. All reports will be processed with as much discretion as possible.

ENFORCEMENT

Personnel of Userpeek who violate this Policy or fail to make or falsify any certification required by this Policy may be subject to disciplinary action, including termination of employment or the business relationship.

GraviTech (“UserPeek”)

167 Madison Avenue

Ste 205 #174

New York City, NY 10016

Updated on 18 October 2022




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