1. Application

This URUS Anti-Bribery and Anti-Corruption Policy (this “Policy“) applies to URUS Group LP and its family of direct and indirect subsidiaries and aƯiliates (collectively and individually, “URUS” or collectively, the “URUS GROUP“) and to all URUS employees, oƯicers, and directors (collectively, without regard to actual employment status of directors, “Employees” and each, an “Employee“). Additionally, this Policy applies to: (1) representatives, agents, and contracted personnel of URUS, and to such other individuals, companies, and other legal persons as designated by URUS from time to time (collectively, “Representatives” and each, a “Representative“); and (2) all individuals, companies, and other legal persons (and their respective employees, oƯicers, and directors) that perform services for or on behalf of URUS, including supply chain business partners, suppliers, consultants, contractors, distributors, sales agents/representatives, and other agents (collectively, “Associated Persons” and each, an “Associated Person“).

URUS will provide training, as deemed appropriate, to Employees, Representatives, and Associated Persons on the requirements of this Policy. This training may occur on a periodic basis, or as deemed appropriate or necessary. Employees, Representatives, and Associated Persons shall periodically, whenever requested by URUS, individually confirm in writing to URUS that they have read this Policy and agree to comply with it. When appropriate, and as a condition of doing business with URUS, URUS may require Representatives and Associated Persons to confirm in a signed writing that they comply (and will continue to comply) with, and agree to the terms and conditions outlined in, this Policy.

2. Purpose

This Policy governs URUS’ approach to anti-bribery and anti-corruption and relates to the laws of all countries/jurisdictions in which URUS or anyone acting on URUS’ behalf acts or operates (including where URUS is about to commence operations) or where URUS is registered or licensed (collectively, for purposes of this Policy only, all such countries/jurisdictions are where URUS “Operates“).

All members of the URUS GROUP (including, without limitation, Alta Genetics USA, LLC, Alta Genetics, Inc., Genex Cooperative, Valley Agricultural Software Inc., and Trans Ova Genetics, L.C.) are required to comply with all applicable anti-bribery and anti-corruption laws, including without limitation the U.S. Foreign Corrupt Practices Act (“FCPA“), which is imposed and administered by the U.S. Department of Justice, and other relevant U.S. enforcement authorities, as well as the anti-bribery and anti-corruption laws of all other countries/jurisdictions in which it Operates.

3. Our Principles

URUS has a corporate policy that prohibits colleagues or anyone acting on URUS’ behalf from providing any payment or benefit to any entity, organization, or person in order to improperly influence a government official or other third party or to gain an unfair business advantage. URUS is committed to acting ethically and legally in accordance with all applicable laws and regulations. URUS expects the same commitment from all Employees, Representatives, and Associated Persons, as well as those acting on behalf of any of them, in connection with work for URUS.

4. Prohibited Activities

Bribery of government officials

Most countries have laws that forbid making, offering, or promising any payment or anything of value (directly or indirectly) to a government official when the payment is intended to influence an official act or decision to award or retain business. It is URUS’ policy to broadly interpret “government official” to include: (i) any elected or appointed government official; (ii) any employee or person acting for or on behalf of a government official, agency, or enterprise performing a governmental function; (iii) any political party, candidate for public office, officer, employee, or person acting for or on behalf of a political party or candidate for public office; or (iv) an employee or person acting for or on behalf of a public international organization. “Government” is meant to include all levels and subdivisions of governments (i.e., local, regional, or national and administrative, legislative, or executive).

Anti-bribery and anti-corruption principles governing interactions with governments and government officials

All Employees, Representatives, and Associated Persons must communicate and abide by the following principles with regard to their interactions with governments and government officials:

• Employees, Representatives, and Associated Persons may not directly or indirectly make, promise, or authorize the making of a corrupt payment or provide anything of value to any government official as an improper inducement for such government official to make any governmental act or decision to help URUS obtain or retain business or otherwise improperly benefit URUS’ business activities.

• Employees, Representatives, and Associated Persons need to understand whether local laws, regulations, or operating procedures impose any limits, restrictions, or disclosure requirements on compensation, financial support, donations, or gifts that may be provided to government officials. Employees, Representatives, and Associated Persons must take into account and comply with any applicable restrictions in conducting their URUS-related activities. If an Employee, Representative or Associated Person is uncertain as to the meaning or applicability of any identified limits, restrictions, or disclosure requirements with respect to interactions with government officials, that Employee, Representative or Associated Person should consult with its primary URUS contact before undertaking planned activities.

• Employees, Representatives, and Associated Persons are not permitted to offer facilitation payments. A “facilitation payment” is a nominal, unofficial payment to a government official for the purpose of securing or expediting the performance of a routine, non-discretionary governmental action. Examples of facilitation payments include payments to expedite the processing of licenses, permits or visas for which all paperwork is in order. If an Employee, Representative or Associated Person receives or becomes aware of a request or demand for a facilitation payment or bribe in connection with work for URUS, that Employee, Representative or Associated Person must immediately report such request or demand promptly to its primary URUS contact before taking any further action.

Commercial bribery

Bribery and corruption can also occur in non-government, business to business relationships. Most countries have laws which prohibit offering, promising, giving, requesting, receiving, accepting, or agreeing to accept money or anything of value in exchange for an improper business advantage. URUS colleagues are not permitted to offer, give, solicit or accept bribes, and we expect our Employees, Representatives, and Associated Persons to abide by the same principles.

5. Anti-bribery and Anti-corruption principles governing interactions with non-governmental parties and URUS colleagues

Employees, Representatives, and Associated Persons must communicate and abide by the following principles with regard to their interactions with non-governmental parties and URUS colleagues:

• Employees, Representatives, and Associated Persons may not directly or indirectly make, promise, or authorize the making of a corrupt payment or provide anything of value to any person to induce that person to provide an unlawful business advantage for URUS.

• Employees, Representatives, and Associated Persons may not directly or indirectly, solicit, agree to accept, or receive a payment or anything of value as an improper inducement in connection with their business activities performed for URUS.

• Employees, Representatives, and Associated Persons are not permitted to receive gifts, services, perks, entertainment, or other items of more than token or nominal monetary value from vendors, suppliers, customers, governments, governmental officials, or others in connection with work for URUS (but they are permitted to be paid for their work if paid via usual and customary means acceptable to URUS). Moreover, gifts of nominal value are only permitted if they are received on an infrequent basis and only at appropriate occasions.

6. Reporting Suspected or Actual Violations

Employees, Representatives, and Associated Persons are expected to raise concerns related to potential violations of this Policy or the law. Such reports can be made to an Employee’s immediate supervisor or People Business Partner, to a Representative’s or Associated Person’s primary point of contact at URUS, or, in any event, to any appropriate URUS management representative.

7. Obligations and Consequences of Non-Compliance 

Employees, Representatives, and Associated Persons must read and comply with this Policy. Under no circumstances may any Employee, Representative, or Associated Person act to avoid any obligations with respect to the FCPA or other anti-bribery and anti-corruptions laws of other countries/jurisdictions in which URUS Operates or to avoid detection of a relationship or transaction that would violate this Policy.

URUS and its Employees, Representatives, and Associated Persons must not advise customers or others about how transactions may be structured or presented to evade or avoid anti-bribery and anti-corruption laws or this Policy. This prohibition includes, but is not limited to, advising customers or others to amend any information or documents to include false or misleading information, omitting accurate information, or changing, removing, or omitting information from a transaction or any business record that would otherwise lead to detection of prohibited payments and/or activities.

Failure to comply with applicable anti-bribery and anti-corruption laws constitutes a breach of legal requirements and this Policy and can expose URUS to significant reputational damage, legal and regulatory actions, and financial loss. Such failure to comply can also expose individual Employees, Representatives, and Associated Persons to substantial fines and imprisonment.

URUS may terminate a business relationship with any Employee, Representative or Associated Person (including terminating all contracts and agreements in force between URUS and any such individual or entity) by means of written notice to the Employee/Representative/Associated Person, with immediate eƯect, without need of judicial recourse, and without liability for compensation or damages (whether direct and/or indirect) of any type or nature in favor of such individual or entity, if: (1) the individual or entity violates any provision of this Policy; or (2) the individual or entity is prosecuted for violations of the FCPA or any other anti-bribery or anticorruption law, or becomes the subject or target of an investigations under such laws.

8. Revisions and Confirmation 

URUS will unilaterally review this Policy on a regular basis in its exclusive discretion and will introduce additions, changes, and deletions when it deems it necessary or appropriate to do so.