Anti-Bribery & Corruption Policy

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Purpose

Neuroscale conducts business with integrity. We do not tolerate bribery or corruption in any form, anywhere, by anyone acting on Neuroscale’s behalf. This policy implements the requirements of:

• The U.S. Foreign Corrupt Practices Act (FCPA), 15 U.S.C. §§78dd-1 et seq. — including both the anti-bribery provisions and the books-and-records / internal-controls provisions.
• The U.K. Bribery Act 2010 — including the offences of bribing another person (§1), being bribed (§2), bribery of foreign public officials (§6), and the corporate offence of failing to prevent bribery (§7).
• All other applicable anti-corruption laws in the jurisdictions where Neuroscale operates. As of the effective date of this policy, Neuroscale operates in the United States only; the General Counsel reviews the applicable-laws list annually and on any material business expansion (new operating entity, new country of customer or staff presence, new acquisition target), and amends this policy where additional regimes apply (e.g., the Brazilian Clean Companies Act, French Sapin II, Italian Legislative Decree 231/2001, OECD Anti-Bribery Convention member-state implementations).

This policy supports the Code of Conduct and the Third-Party Management Policy.

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Scope

This policy applies to all Neuroscale staff — directors, officers, employees, contractors, interns, and temporary staff — and to all third parties acting on Neuroscale’s behalf: agents, resellers, consultants, lobbyists, distributors, and any other intermediary. It applies worldwide, regardless of local custom. Where a local practice would violate this policy, this policy controls. The policy covers interactions with both government / public officials (including employees of state-owned enterprises and public international organizations) and commercial counterparties (customers, prospects, suppliers, partners). The FCPA’s anti-bribery provisions specifically address foreign officials; the U.K. Bribery Act addresses both public and commercial bribery. Neuroscale’s policy is to prohibit both.

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Policy

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No bribes, kickbacks, or improper payments

No Neuroscale staff member or third party acting on Neuroscale’s behalf may, directly or indirectly, offer, promise, give, request, agree to receive, or accept anything of value to or from any person — public or private — for the purpose of:

• Influencing any official act or decision.
• Inducing any act or omission in violation of a lawful duty.
• Securing any improper advantage.
• Obtaining or retaining business.

This prohibition applies regardless of the form of the benefit — cash, cash equivalents (gift cards, cryptocurrency, prepaid cards), gifts, hospitality, travel, charitable or political contributions, employment offers (including for relatives), discounts not generally available, or any other thing of value. “Anything of value” is interpreted broadly. Even small amounts can violate the law if given with corrupt intent.

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Facilitation payments prohibited

Neuroscale does not permit “facilitation payments” — small payments to public officials to expedite routine governmental actions — even where the FCPA arguably permits them. Such payments are illegal under the U.K. Bribery Act and most other anti-corruption regimes, and Neuroscale applies the stricter standard globally. The only exception is a payment made under duress where personal safety is at imminent risk (e.g., a demand at a checkpoint). Any such payment must be reported to the General Counsel within 24 hours and recorded accurately in Neuroscale’s books.

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Books, records & internal controls

Consistent with the FCPA accounting provisions (15 U.S.C. §78m(b)(2)):

• All Neuroscale transactions are recorded accurately, in reasonable detail, and in the appropriate accounts.
• No off-the-books accounts, slush funds, or undisclosed accounts may be created or maintained.
• Expense reports must accurately describe the business purpose, attendees, and amounts. Mischaracterizing a payment to disguise its true nature is itself a violation of this policy and the FCPA.
• Receipts and supporting documentation are retained per the Records Retention Schedule.

The CFO, in coordination with the General Counsel, maintains internal controls reasonably designed to provide assurance that transactions are authorized and recorded as required to maintain accountability.

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Gifts & hospitality

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Permitted with conditions

Modest, infrequent, and transparent business courtesies are permitted, subject to the following limits. Basis for the dollar thresholds. Neither the FCPA nor the U.K. Bribery Act sets a per-se de minimis threshold; the operative test is whether the courtesy is bona fide, modest, infrequent, transparent, and offered without corrupt intent. The figures above are Neuroscale-specific internal limits chosen to keep ordinary business courtesies well within the “modest” range identified in DOJ/SEC FCPA Resource Guide (2nd ed. 2020) §§ on gifts, travel, and hospitality, and within the U.K. Ministry of Justice “Adequate Procedures” guidance (2011). The asymmetric receiving/giving floors reflect that giving creates higher prosecutorial risk than receiving and that public-official giving is governed by the lower, GC-pre-approval rule below — not these numbers. Thresholds are reviewed annually by the General Counsel and CFO and may be lowered for specific high-risk geographies or counterparty types.

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What is prohibited

These rules are absolute, regardless of dollar amount:

• Cash or cash equivalents — never permitted in either direction (per the cash row of the table above).
• Around procurement decisions. No gifts or hospitality may be offered to or accepted from a customer or prospect during an active procurement process, RFP, contract negotiation, or renewal.
• Gifts to public officials without GC pre-approval. Lower thresholds apply, and any gift, meal, or hospitality offered to a government or public official, employee of a state-owned enterprise, or political-party representative requires pre-approval from the General Counsel, regardless of value. This includes routine business meals.

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Additional rules

• Disclosure. All gifts and hospitality above the thresholds above must be logged in the Gifts & Hospitality Register, maintained by the General Counsel’s office.
• Frequency matters. Multiple gifts under the threshold from or to the same person can in aggregate cross into improper territory.

When in doubt, ask the General Counsel before giving or accepting.

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Charitable & political contributions

• Charitable contributions by Neuroscale require pre-approval from the General Counsel. They must be made to bona fide charitable organizations, never to a person, and never as a quid pro quo for business or in response to a request from a government official or customer point of contact.
• Political contributions in the name of Neuroscale are prohibited unless specifically pre-approved by the General Counsel and the CFO and made in compliance with applicable law. Personal political activity is not restricted, but staff may not be reimbursed for personal political contributions and may not use Neuroscale resources, time, or branding to support personal political activity.

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Third parties & due diligence

Third parties (resellers, agents, consultants, lobbyists, customs brokers, distributors) can create FCPA and U.K. Bribery Act exposure for Neuroscale, including under the U.K. Bribery Act §7 corporate offence of failing to prevent bribery. Neuroscale’s controls:

• Risk-based due diligence before engaging any third party that will interact with public officials or pursue business on Neuroscale’s behalf. Diligence depth scales with risk (geography, government interaction, payment structure, references, ownership). See the Third-Party Management Policy and Vendor Risk Assessment.
• Anti-corruption contract language in agreements with third parties acting on Neuroscale’s behalf, including representations and warranties, audit rights, and termination for breach.
• Training and certification for high-risk third parties as appropriate.
• Ongoing monitoring — periodic re-screening, watchlist screening, and review of unusual payment patterns by the General Counsel and CFO.
• Red flags — staff must escalate to the General Counsel any of the following: requests for cash payments or payments to a third country, refusal to certify compliance, unusual commission structures, vague invoices, family or business relationships with government officials, or counterparty insistence on a specific intermediary.

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Mergers, acquisitions & investments

Anti-corruption due diligence is a required workstream in any acquisition, investment, or joint-venture transaction Neuroscale enters into. The General Counsel scopes the diligence based on target geography, customer base, and government exposure.

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Training & certification

• At hire. All Neuroscale staff complete anti-bribery training within 30 days of start date.
• Annually. All staff complete refresher training, assigned and tracked through Vanta.
• Targeted training. Staff in higher-risk roles — sales (especially international and public-sector), business development, finance/AP, procurement, executives, and anyone interacting with government officials — receive enhanced training annually.
• Annual certification. Staff in higher-risk roles annually certify compliance with this policy.

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Reporting & investigations

Neuroscale staff and third parties must promptly report suspected violations of this policy, including suspected violations by others. Channels:

• Email ethics@neuroscale.ai.
• Email legal@neuroscale.ai or contact the General Counsel directly.
• Submit through the Anonymous Reporting channel — the third-party hotline (web and phone, 24/7, multilingual, follow-up via case ID).

The General Counsel investigates reports, may engage outside counsel and forensic accountants as needed, and reports findings to the CEO and to the Audit Committee — until an Audit Committee is constituted, to the full Board of Directors. Reports may be made anonymously. No retaliation. Neuroscale prohibits retaliation against anyone who in good faith reports a suspected violation, participates in an investigation, or refuses to participate in suspected violations. Retaliation is itself a violation of this policy and is independently actionable under whistleblower-protection laws including the Sarbanes-Oxley Act civil whistleblower provision (18 U.S.C. §1514A), the criminal anti-retaliation provision enacted by SOX §1107 (18 U.S.C. §1513(e)), the Dodd-Frank Act (15 U.S.C. §78u-6(h)), and analogous state law. Nothing in this policy, any agreement with Neuroscale, or any internal procedure prohibits or limits any person from reporting possible violations of federal or state law or regulation to any government agency or self-regulatory organization, including the SEC, DOJ, EEOC, NLRB, OSHA, or a state attorney general, or from making other disclosures protected under any whistleblower provision of federal or state law. No prior authorization or notification to Neuroscale is required for such reports.

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Recordkeeping

The General Counsel maintains, in Microsoft SharePoint under restricted access:

• The gifts-and-hospitality register.
• Pre-approval requests and decisions.
• Third-party due-diligence files.
• Investigation files and outcomes.
• Annual certifications.

Retention follows the Records Retention Schedule. FCPA-relevant records — gifts & hospitality register entries, due-diligence files for high-risk counterparties, internal investigation files — are retained for at least seven (7) years from disposition, or longer where 17 C.F.R. §240.17a-4, applicable statute of limitations, or an active legal hold requires.

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Exceptions

There are no exceptions to the core prohibition on bribery, kickbacks, or improper payments. Procedural exceptions (e.g., emergency duress payments) must be reported and documented as set out above and require General Counsel approval after the fact.

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Violations & enforcement

Violations of this policy can result in serious consequences for Neuroscale and the individual, including criminal prosecution. Disciplinary action up to and including immediate termination will be taken for any violation, regardless of the violator’s seniority. Third parties who violate this policy will have their engagements terminated and may be reported to authorities. Neuroscale will cooperate fully with law enforcement.

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