Instant Brands Acquisition Holdings Inc. and its shareholders, subsidiaries and affiliates (collectively, “Instant Brands”) fully intend to conduct their businesses in a socially responsible manner and in compliance with all applicable laws. We have adopted the Instant Brands Code of Conduct for our employees to reflect our commitment to the highest standards of ethical business conduct. We expect that our business partners that manufacture products or supply materials or services for Instant Brands (“Suppliers”) will do the same, and this Supplier Code of Conduct (“Code”) sets forth the standard of conduct by which Instant Brands requires our Suppliers and their contractors and subcontractors (“Suppliers”) to operate. This Code may be amended to reflect subsequently developed standards either by Instant Brands or a governmental, human rights or non-governmental organization who code Instant Brands chooses to adopt.

Purpose.

This Code is to inform Instant Brands’ Suppliers of our expectations and requirements regarding socially responsible, ethical and compliant operations that are required for the purpose of doing business with us. Instant Brands will conduct periodic and unannounced audits on our Suppliers to ensure that all Suppliers and facilities that produce materials and products for Instant Brands meet requirements of this Code.

Scope.

Each Supplier is subject to this Code. Additionally, subcontractors that produce partial assembly, piece goods or component parts where there is an identifiable Instant Brands proprietary trademark/name are also subject to the requirements of this Code.

Policy.

Instant Brands is committed to protecting the working rights and safety of the people who supply products, materials and services for Instant Brands, while recognizing and respecting the cultural and legal differences found throughout the world. Instant Brands will only do business with Suppliers who adhere to this Code. Instant Brands will review whether any Supplier has violated this Code. If a violation has occurred, Instant Brands will consult with the Supplier and determine the appropriate measures to be taken. The remedy will, at a minimum, include requiring the Supplier to take all steps necessary to correct such violations. If consultation and agreed upon measures fail to adequately resolve the violations within a specified time period, Instant Brands and the Supplier will implement a corrective action plan on terms acceptable to Instant Brands. Instant Brands reserves the right to terminate its relationship with any Supplier that continues to conduct its business in violation of the corrective action plan, in accordance with the terms set forth in the Supplier agreement.

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The business and labor practices of all Suppliers must conform to the requirements of applicable law and the requirements of this Code. Nothing in this Code is to be construed as encouraging, authorizing or condoning any action by any company or individual that breaches any applicable law or regulation, directly or otherwise. It is the responsibility of the Supplier to ensure that it understands and complies with this Code and to inform Instant Brands if and when any situation develops that causes a Supplier to operate in violation of this Code. Suppliers are expected to self-monitor their compliance with this Code. Suppliers are strongly encouraged to implement training and monitoring processes to ensure that the requirements of this Code can be met in a consistent manner.

Anti-Bribery and Anti-Corruption

Instant Brands has zero tolerance for bribery and corruption of any kind and in any form. Instant Brands is bound by international anti-bribery and anticorruption laws, including, but not limited to, the U.S. Foreign Corrupt Practices Act and UK-Bribery Act. Suppliers must comply with all applicable anti-bribery and anti-corruption laws, which includes not giving, accepting, soliciting or receiving anything of value if it would improperly influence someone or gain an improper or unlawful advantage. This is particularly relevant in dealings with government officials. Even the appearance of impropriety should be avoided at all times and under all circumstances.

Trade Compliance

Instant Brands is committed to complying with all customs, trade and export laws. Suppliers are expected to comply with all applicable U.S. and international trade laws and regulations, including import and export controls regulations, national and international sanctions and embargoes; and duties, levies and tax obligations that apply. Export controls and economic sanctions regulate when, where, and to whom we can sell, give, or otherwise transfer our products, services or technical data. Suppliers will establish and maintain programs and documentation to support country-of-origin production verification in order to prevent the illegal transshipping of merchandise.

Gifts and Other Conflicts of Interest

Instant Brands provides excellent products and services, and we expect the same quality and service from our Suppliers. Accordingly, any attempt to influence purchasing or selling decisions with gifts, gratuities, or payments to Instant Brands employees is strictly prohibited.

The business and labor practices of all Suppliers must conform to the requirements of applicable law and the requirements of this Code. Nothing in this Code is to be construed as encouraging, authorizing or condoning any action by any company or individual that breaches any applicable law or regulation, directly or otherwise. It is the responsibility of the Supplier to ensure that it understands and complies with this Code and to inform Instant Brands if and when any situation develops that causes a Supplier to operate in violation of this Code. Suppliers are expected to self-monitor their compliance with this Code. Suppliers are strongly encouraged to implement training and monitoring processes to ensure that the requirements of this Code can be met in a consistent manner.

Anti-Bribery and Anti-Corruption

Instant Brands has zero tolerance for bribery and corruption of any kind and in any form. Instant Brands is bound by international anti-bribery and anticorruption laws, including, but not limited to, the U.S. Foreign Corrupt Practices Act and UK-Bribery Act. Suppliers must comply with all applicable anti-bribery and anti-corruption laws, which includes not giving, accepting, soliciting or receiving anything of value if it would improperly influence someone or gain an improper or unlawful advantage. This is particularly relevant in dealings with government officials. Even the appearance of impropriety should be avoided at all times and under all circumstances.

Trade Compliance

Instant Brands is committed to complying with all customs, trade and export laws. Suppliers are expected to comply with all applicable U.S. and international trade laws and regulations, including import and export controls regulations, national and international sanctions and embargoes; and duties, levies and tax obligations that apply. Export controls and economic sanctions regulate when, where, and to whom we can sell, give, or otherwise transfer our products, services or technical data. Suppliers will establish and maintain programs and documentation to support country-of-origin production verification in order to prevent the illegal transshipping of merchandise.

Gifts and Other Conflicts of Interest

Instant Brands provides excellent products and services, and we expect the same quality and service from our Suppliers. Accordingly, any attempt to influence purchasing or selling decisions with gifts, gratuities, or payments to Instant Brands employees is strictly prohibited.

Conditions in all work-related facilities (including corporate housing) must be safe, clean, and consistent with all applicable laws and regulations for the workplace health and safety in the countries in which Suppliers operate.

Health and Safety Education

Employees must be trained on the importance of health, safety, and good sanitation. Suppliers must take steps and adopt procedures to prevent accidents, injuries, and the spread of communicable diseases. Readily understandable instructions and signs must be posted, and/or manuals must be accessible describing the safe operation and handling of dangerous equipment and hazardous materials. Employees who use hazardous or flammable materials or operate dangerous equipment must be properly trained. Personal Protective Equipment (PPE) must be provided to workers and must be adequate and appropriate to the hazards the worker encounters in their scope of work. Suppliers will create and maintain training records for all employees.

Material and Chemical Safety

All hazardous, combustible or flammable material must be stored in approved containers in designated storage areas, or in approved flammable liquid storage cabinets.

Safe Drinking Water and Sanitation

Safe drinking water must be provided and easily accessible at all times. There may not be any restrictions on the normal consumption of drinking water. Adequate and clean toilet and hand-washing facilities with basic hygiene amenities must be provided.

All Suppliers must adhere to all applicable environmental laws and regulations regarding protection and preservation of the environment in their country. All required environmental permits and registrations must be kept current and must be available on premises for review. All hazardous materials and chemicals including waste water and solid waste generated from operations must be disposed of using environmentally responsible practices. Suppliers must comply with all local laws pertaining to the disposal or transport of waste water or other solid waste. Suppliers must also control and manage air emissions. They must obtain and maintain appropriate permits for air emissions as required by law. Suppliers must maintain an inventory of on-site ozone depleting chemicals (ODC) and work to reduce and eliminate their use. Instant Brands favors Suppliers who conduct their business using progressive environmental practices and take active steps to preserve and protect the well-being of the environment.

Suppliers shall implement procedures to assure that no products or materials supplied to Instant Brands contain conflict minerals that directly or indirectly finance armed groups through mining or mineral trading in the Democratic Republic of Congo or an adjoining country. Conflict minerals include tantalum (columbite-tantalite or coltan), tin (cassiterite), tungsten (wolframite), gold, cobalt, or their derivatives. Upon Instant Brands’ request, Suppliers will fully cooperate in responding to any country of origin inquiries regarding conflict minerals (including requesting information from its own suppliers); provide requested documentation; and/or certify its compliance with this provision by providing a sworn declaration of one of its officers, directors, or managing agents.

Instant Brands employees or an authorized third party will conduct periodic audits on our Suppliers to ensure the condition of all Suppliers and facilities that produce the materials and merchandise for Instant Brands meet the standards set forth in this Code. Audits may be announced or unannounced.

No Exceptions

Compliance with this Code is mandatory. Domestic and international Suppliers supplying materials, products and/or services for Instant Brands are required to disclose their facilities and participate in the audits. Suppliers shall require the facility’s management to provide access to the facility and all books and records that will allow for a comprehensive audit to be conducted, including an opportunity for confidential and private interviews with facility employees selected by the auditor. No retaliation shall be taken against any employee or auditor. Refusal to fully disclose or cooperate may lead to termination of business by Instant Brands.

Zero Tolerance Violations

Instant Brands has zero tolerance for violations of the provisions of this Code related to Underage Labor, Forced or Compulsory Labor, Harassment, Nondiscrimination, and Anti-Bribery and Anti-Corruption, and Trade Compliance.  Instant Brands reserves the right to reject, recall or return any product manufactured during the period when a Supplier is discovered to be in violation of Instant Brands’ Zero Tolerance Policy. This will be at the Supplier’s expense.

Cost of Audit

Suppliers are responsible for compliance with the provisions of this Code, including the costs of complying with an audit conducted by Instant Brands or its customers.

Denial of Audit

Instant Brands reserves the right to audit the Supplier’s compliance with this Code. If, after receipt of prior notice of intent to audit as indicated above, the Supplier refuses to grant the Instant Brands auditor access to the facility, denies access to review pertinent records, or denies access to reasonable and confidential interviews of workers, Instant Brands will regard such denial as a denial of the audit. The audit will cease immediately and Instant Brands will conduct an investigation to determine the severity and to ensure compliance.

External Customer Audit

A number of Instant Brands customers conduct regular audits. If the external customers conduct their own social responsibility compliance audit of the Supplier, the Supplier must ensure its human rights policies and programs satisfy those customer requirements. Instant Brands’ Suppliers must fully accept and cooperate with customer audits.

Suppliers should report known or suspected violations of this Code as it will help Instant Brands prevent problems and correct any that have occurred. Suppliers may report concerns as follows:

Website: https://lighthouse-services.com/instantbrands

Toll-Free Telephone

Australia (Optus): 1-800-551-155

Australia (Telstra): 1-800-881-011

Canada: English: 844-280-0005

Canada: French: 855-725-0002

Canada: Spanish: 800-216-1288

China (North, Beijing CNCG): 108-888

China (South, Shanghai – China Telecom): 10-811

Japan (KDDI): 00-539-111

Japan (NTT): 0034-811-001

Japan (Softbank Telecom): 00-663-5111

Malaysia: 1-800-80-0011

Mexico: 01-800-681-5340

Singapore (SingTel): 800-011-1111

Singapore (StarHub): 800-001-0001

Korea, Republic (KT): 00-729-11

Korea, Republic (LGU+): 00-369-11

Korea, Republic (Sejong Telecom): 00-309-11

Korea, Republic (US Milltary Bases KT): 550-HOME

Korea, Republic (US Milltary Bases Sejong Telecom): 550-2USA

Taiwan: 00-801-102-880

United Kingdom: 0-800-89-0011

USA: English 844-280-0005

USA: Spanish 800-216-1288

Any Other 800-603-2869 (must dial country access code)

E-mail: reports@lighthouse-services.com (must include company name with report)

Fax: (215) 689-3885 (must include company name with report)

Calls to the Hotline will be kept confidential and may be made anonymously. If known, the identity of the caller will not be given to anyone except as required by law or as needed for investigative purposes.