ANTI‐CORRUPTION AND BRIBERY POLICY

November, 2024

Policy Statement

HighRadius is committed to acting fairly and with integrity in all its business dealings and relationships wherever it operates.

The Company takes a zero‐tolerance approach to bribery and corruption of any kind, whether committed by its employees or by third parties acting for or on behalf of the Company, and requires that its business be conducted in compliance with all applicable domestic and international anti‐corruption and bribery laws, including the US Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act.

The bribery of any individual, governmental official or otherwise, is a serious matter, which can lead to criminal sanctions and financial penalties against the Company and its employees. Any employee who breaches this policy will be subject to discipline, up to and including termination of employment.

Who is Covered By The Policy

This policy applies to all employees (whether permanent, fixed term or temporary), contractors, consultants, trainees, or any other person or third party acting for or on behalf of the Company, wherever located.

For purposes of this policy, “third party” includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.

What is Prohibited

HighRadius’ anti‐corruption and bribery policy expressly prohibits you (or someone acting on your behalf or at your direction) from:

• Making, offering or authorizing any bribe or other improper payment or providing anything of value, either directly or indirectly, to any person or third party in order to gain an improper advantage or influence, induce or reward an act or decision to obtain or retain business.
• Soliciting or receiving any form of bribe or other improper payment or anything of value with the intention of or giving the appearance of improperly influencing the Company’s business decisions.

Example #1: You offer a potential client tickets to a sporting event, but only if they agree to do business with the Company. This is a violation of this policy because you are making an offer to provide something of value in order to obtain business.

Example #2: A partner offers to give your nephew a job, but makes it clear that in return they expect you to use your influence within the Company to ensure that the Company continues to do business with them. This is a violation of our policy by the partner and you should report this to the Legal Department. It would also be a violation for you to accept this offer as you would be improperly influencing the Company’s business decisions in order to receive a personal advantage.

See the Section titled Potential Risk Scenarios: “Red Flags” below for additional examples.

Gifts and Hospitality

Strong relationships with our customers are essential to our success, and from time to time you may find yourself providing or receiving business courtesies,such as modest gifts and reasonable entertainment. However, you must exercise good judgment and not allow these courtesies to improperly influence a business decision or create a perception of impropriety.

As a general rule, use your common sense and where appropriate you may provide or receive moderately priced business gifts, such as:

• Clothing or objects with a corporate logo.
• Gift baskets of food.
• Gifts for significant life events, such as weddings.

You must not give or receive:

• Cash or cash equivalents, such as gift cards.
• Extravagant gifts, such as jewelry or other luxury items.
• Anything of significant value.
• Anything that is against the law or in violation of any policies that you and/or the recipient are subject to.
• Any gifts to, or from, government officials or representatives, or politicians or political parties, without the prior approval of the Legal Department.

Any gifts received from the Company’s vendors or suppliers and any other gifts received with a value in excess of $100 should always be disclosed to the Legal Department.

Participating in reasonable entertainment for business purposes is acceptable as long as it is reasonable in expense and frequency, in an appropriate setting, and not intended and does not give rise to the appearance of improperly influencing a business decisions.

Facilitation Payments and Kickbacks

HighRadius does not make or condone, and will not accept, facilitation payments or “kickbacks” of any kind.

Facilitation payments are typically unofficial payments made to secure or expedite a routine government action by a government official, such as scheduling an inspection or processing a permit. Kickbacks are typically payments made or received in return for a business favor or advantage.

If you are asked to make a payment on the Company’s behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. All employees must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by the Company. If you have any suspicions, concerns or queries regarding a payment, you should raise these with the Legal Department.

Lobby, Donations and Political Contributions

You may not lobby on behalf of the Company on any issue unless specifically authorized by the Legal Department. You may also not make donations to any charity or contributions to any government official, political party or candidate on behalf of the Company or using Company resources without prior written approval from the Legal Department.

Political contributions can come in many forms, including monetary contributions and non‐ monetary contributions. Accordingly, no Company resources, including an employee’s time at work or use of the Company’s premises or equipment may be contributed to any government official, political party or candidate.

Record Keeping

HighRadius is required to keep complete and accurate financial records of its assets and transactions and to have appropriate internal controls in place to keep track of and evidence the business reason for making payments to third parties. You must ensure that all payments and expense reimbursement claims for hospitality, gifts or other expenses are documented properly and submitted in accordance with the Company’s expense policy and specifically record the reason for such expenditures.

All accounts, receipts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off‐book” to facilitate or conceal improper payments.

How To Raise a Concern

The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. You must notify the Legal Department as soon as possible if you believe or suspect that a violation of this policy has occurred or may occur, including if you are offered a bribe, are asked to make one, or suspect that this may happen in the future. When you raise a concern, we will maintain your confidentiality to the extent permitted by applicable law. If you are unsure whether a particular act constitutes bribery or corruption in violation of this policy, or if you have any other queries, please reach out to the Legal Department.

Protection

HighRadius is committed to ensuring that no one suffers any adverse treatment or retaliation as a result of (i) refusing to take part in bribery, corruption or any other violation of this policy, or (ii) reporting in good faith their suspicion that a violation of this policy has taken place or may take place in the future. If you believe that you have suffered any adverse treatment or retaliation, you should inform the Legal Department immediately.

Potential Risk Scenarios: “Red Flags”

The following is a list of red flags that you may encounter during the course of your employment with the Company. The list is not intended to be exhaustive and is for illustrative purposes only. If you encounter any of these red flags, you must report them promptly to the Legal Department:

1. You become aware that a third party who engages in or has been accused of engaging in improper business practices.
2. You learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a “special relationship” with foreign government officials.
3. A third party insists on receiving a commission or fee payment before committing to sign up to a contract with the Company or carrying out a government function or process for the Company.
4. A third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made.
5. A third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business.
6. A third party requests an unexpected additional fee or commission to “facilitate” a service.
7. A third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services.
8. A third party requests that a payment is made to “overlook” potential legal violations.
9. A third party requests that you provide employment or some other advantage to a friend or relative.
10. A third party insists on the use of side letters or refuses to put terms agreed in writing.
11. You notice that we have been invoiced for a commission or fee payment that appears excessive given the service stated to have been provided.
12. A third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to the Company.
13. You are offered an unusually generous gift or offered lavish hospitality by a third party.

© HighRadius Corporation 2024