Ethics and Non-Retaliation

General Statement of Purpose

Vectra AI, Inc. ("Company") is committed to fostering a workplace conducive to open communication regarding the Company's business practices. The Company encourages employees to discuss concerns with their supervisors, who can often be an excellent resource regarding concerns. As employees may not always feel comfortable raising concerns to a supervisor, the Company provides alternate means of reporting concerns as described below.

Whether an employee raises issues with a supervisor or through another channel, the Company is committed to protecting employees from unlawful retaliation and discrimination if they properly disclose or report potentially illegal or unethical conduct in good faith. In an effort to further these commitments, this policy:

1. Establishes guidance for the receipt, retention, and treatment of verbal or written reports received by the Company regarding potential violations of the Company’s Code of Conduct, violations of applicable laws, fraud, accounting and auditing matters, and unethical business practices, whether submitted by Company employees or third parties ("Reports");
2. Establishes guidance for providing a means to make Reports in a confidential and anonymous manner; and
3. Makes clear the Company's intention to discipline, up to and including termination of employment, any person determined to have engaged in retaliatory behavior.

Receipt of Concerns

The Company recognizes that employees may not always feel comfortable raising concerns to a supervisor. Anonymous reports may be submitted here.

Any report will be immediately forwarded to the Vice President of Human Resources and outside Legal counsel for review.‍

Treatment of Reports

As noted above, Reports may be made anonymously. All Reports will be taken seriously and addressed promptly, discreetly, and professionally. Discussions and documentation regarding Reports will be kept in strict confidence to the extent possible and consistent with the Company’s commitment to take appropriate action. Should the person submitting the Report identify himself or herself, the recipient of the Report will communicate to the employee the steps to be taken to address the Report, and the person will receive information allowing further comment and follow up regarding the Report.‍

No Retaliation

Retaliation of any kind against any employee that files a Report or voices a concern in good faith under this policy is strictly prohibited. Employees determined to have engaged in retaliatory behavior may be subject to discipline, which could include termination of employment. Any employee who feels that he or she has been subjected to any behavior that violates this policy should immediately report such behavior to his or her supervisor or using the channels described above.‍

Board of Director Review of Reports

A summary of reports received under this policy will be communicated to a designated committee of the Board of Directors on a quarterly basis (or a more frequent basis should conditions warrant more timely action).