Page 45 - Footprint Employee Handbook 2021

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CODE OF BUSINESS CONDUCT AND ETHICS

Footprint International Holdco, Inc. and its subsidiaries (“Footprint” or the “Company”) are committed to the highest
standards of ethical business conduct and to conducting its business and operations in accordance with all applicable
laws, rules and regulations. We seek to employ individuals who conduct themselves in a manner consistent with
our values, who act professionally and with integrity, and who are committed to building an outstanding organization.

This Code of Business Conduct and Ethics (the “Code”) sets forth legal and ethical standards of conduct for officers,
directors and employees of Footprint International Holdco, Inc. and its subsidiaries and affiliates (”Footprint”), and
has been adopted by our Board of Directors. It summarizes the standards that must guide our actions. While
covering a wide range of business practices and procedures, these standards cannot and do not cover every issue
that may arise, or every situation where ethical decisions must be made, but rather set forth key guiding principles
that represent Footprint policies and establish conditions for employment at Footprint. Use common sense and good
judgment in applying this Code. Employees should consider not only their own conduct, but also that of their family
members. Throughout this Code, the term “family member” refers to an employee’s spouse, domestic partner,
parents, children, and siblings, whether by blood, marriage, adoption, or anyone residing in such employee’s home.
If you have any questions about applying the Code, you must seek guidance from the Human Resources Department
(the “Chief People Officer” or “CPO”) or the Legal Department (the “Chief Legal Officer” or “CLO”).

Footprint strives to foster a culture of honesty and accountability. Our commitment to the highest level of ethical
conduct should be reflected in all of Footprint’s business activities including, but not limited to, relationships with
employees, customers, suppliers, competitors, the government and the public, including our stakeholders. The Code
applies to all officers, directors and employees of Footprint and its subsidiaries and such persons must conduct
themselves according to the language and spirit of this Code and seek to avoid even the appearance of improper
behavior.

One of Footprint’s most valuable assets is our reputation for integrity, professionalism, and fairness. All Footprint
employees should recognize that our actions are the foundation of our reputation and adhering to this Code and
applicable law is imperative.

Every Footprint employee and representative is expected to cooperate and comply fully with the spirit and letter of
this Code, as well as all other Company policies and procedures. Footprint believes our commitment to this Code
is critical to attaining our stated goals and to our future success. Even well-intentioned actions that violate the law or
this Code may result in negative consequences for Footprint and for the individuals involved. Violations of this Code
may result in disciplinary action up to and including termination of your employment or removal from office. However,
this Code does not terminate or modify in any way the right of either Footprint or any employee to terminate the
employment relationship with or without notice and with or without cause.

All officers, directors and employees are required to review this Code, and agree to strict adherence to the standards
set forth in this Code. If you have a question regarding any of the matters discussed in this Code, you should speak
with the Company’s Chief People Officer (“CPO”), or the Chief Legal Officer (“CLO”).
BECAUSE ADHERENCE TO THIS CODE OF BUSINESS CONDUCT AND ETHICS IS A CONDITION OF YOUR
CONTINUED EMPLOYMENT WITH FOOTPRINT, IT IS VITAL THAT YOU THOROUGHLY UNDERSTAND THE
CODE. REMEMBER--YOU ARE ENCOURAGED TO SEEK ANSWERS TO ANY QUESTIONS REGARDING THE
INTERPRETATION OR APPLICATION OF THIS CODE PRIOR TO TAKING ANY ACTION OF WHICH YOU ARE
UNCERTAIN. UPON THE COMMENCEMENT OF YOUR EMPLOYMENT WITH FOOTPRINT, YOU EXECUTED
THE EMPLOYEE HANDBOOK, OF WHICH THIS CODE CONSTITUTES A PART. IN ADDITION, YOU MAY BE
ASKED TO RE-EXECUTE THE EMPLOYEE HANDBOOK IN THE FUTURE. BY EXECUTING THE EMPLOYEE
HANDBOOK, YOU ARE CERTIFYING THAT YOU HAVE REVIEWED AND UNDERSTOOD THE CODE AND
HAVE COMPLIED WITH ITS PROVISIONS AND STANDARDS.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

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