Legal

1. GENERAL TERMS
1.1. NP Capital GP S.a r.l. (the “Company” or “the Firm”) is committed to maintaining the highest standards of business conduct and ethics. This Code of Business Conduct and Ethics (the “Code”) reflects the business practices and principles of behavior that support this commitment. We expect every employee, manager, officer, and director to read and understand the Code and its application to the performance of his or her business responsibilities.
1.2. Officers, managers, and other supervisors are expected to develop in employees a sense of commitment to the spirit, as well as the letter, of the Code.
1.3. The Code addresses conduct that is particularly important to proper dealings with the people and entities with whom we interact but reflects only a part of our commitment. From time to time, we may adopt additional policies and procedures with which our employees, officers, and directors are expected to comply, if applicable to them. However, it is the responsibility of each employee to apply common sense, together with his or her own highest personal ethical standards, in making business decisions where there is no stated guideline in the Code.
1.4. Actions by members of your family, significant others, or other persons who live in your household (referred to in the Code as “family members”) also may potentially result in ethical issues to the extent that they involve Company business. For example, acceptance of inappropriate gifts by a family member from one of our brokers, vendors, or other persons in a business relationship with the Company could create a conflict of interest and result in a Code violation attributable to you. Consequently, in complying with the Code, you should consider not only your own conduct but also that of your family members, significant others, and other persons who live in your household.
1.5. Violations of the Code will not be tolerated. Any employee who violates the standards in the Code may be subject to disciplinary action, including termination of employment and, in appropriate cases, civil legal action or referral for regulatory or criminal prosecution.
1.6. Please also keep in mind that employees who serve as managers of entities for which Scale Management is providing management services may be subject to contractual restrictions on their activities. While many such activities are spelled out in the Code, not all of them are. You should be mindful of those requirements in conducting your business and personal activities and acknowledge that compliance with the Code does not guarantee you will be in compliance with all contractual obligations.


2. HONEST AND ETHICAL CONDUCT
2.1. It is the policy of the Company to promote high standards of integrity by conducting our affairs in an honest and ethical manner. The integrity and reputation of the Company depend on the honesty, fairness, and integrity brought to the job by each person associated with us. Unyielding personal integrity is the foundation of corporate integrity. You must act ethically internally and externally, including with co-workers, LPs, portfolio companies, service providers, and any third parties. Don’t lie, deceive, mislead, or take unfair advantage of anyone.
2.2. The Company respects the rights of all employees to express themselves. We believe that open dialogue and free expression of ideas is critical to our business. However, the Company will take all reasonable and appropriate steps to address situations where an employee’s conduct or speech endangers the safety of others, violates others’ rights to be free from harassment, discrimination, and retaliation, or otherwise conflicts with the Company’s culture and values, up to and including termination of employment.


3. LEGAL COMPLIANCE
3.1. Obeying the law, both in letter and in spirit, is the foundation of this Code. Our success depends upon each employee operating within legal guidelines and cooperating with local, national, and international authorities. We expect managers, employees, contractors, consultants, volunteers, and their representatives (third parties) also maintain professional conduct and understand the legal and regulatory requirements applicable to their business units and areas of responsibility, and follow applicable laws and regulations. While we do not expect you to memorize every detail of these laws, rules, and regulations, we want you to be able to determine when to seek advice from others. If you do have a question in the area of legal compliance, it is important that you not hesitate to seek answers from the Compliance Officer, General Counsel, or Chief Financial Officer, together “with the Compliance Office”.
3.2. Disregarding the law will not be tolerated. Violation of domestic or foreign laws, rules, and regulations may subject an individual, as well as the Company, to civil and/or criminal penalties. You should be aware that conduct and records, including emails, are subject to internal and external audits and discovery by third parties in the event of a government investigation or civil litigation. It is in everyone’s best interests to know and comply with our legal obligations. Anyone aware of legal violation by the Company, whether by an officer, employee, or third-party doing business on behalf of the Company, must report it immediately to the Compliance Office.


4. FIDUCIARY OBLIGATION TO INVESTORS
4.1. The Company and its employees owe a fiduciary obligation to all funds managed by the Company (together with any other persons to whom the Company provides investment advisory services, the “Investors”). As a fiduciary, the Company has an affirmative duty of utmost good faith to act solely in the best interests of its Investors and to make full and fair disclosure of all material facts, particularly where the Company’s interests may conflict with an Investor’s interest. You must report any actual or potential conflict of interest involving you or a family member to the Compliance Office so that they can determine whether or not a transaction may proceed, and whether the conflict must be disclosed to the Investor.


5. OUTSIDE EMPLOYMENT/BOARD SERVICE
5.1. If you decide to pursue additional employment, engage in an independent business venture, or perform services for another business organization, you must disclose such activities to the Compliance Office and obtain their pre-approval to avoid any potential conflicts of interest. You must not pursue such activities during Company business hours or allow any outside business, civic or charitable activities to interfere with your job performance.
5.2. Although you are encouraged to take part in the community and charitable activities, due to the time demands and potential conflicts of interest, you must obtain the approval of the Compliance Office before serving on a Board of Directors (or similar body) of a nonprofit organization. Any such position that will involve significant time away from the Company, interfere with the efficient performance of normal duties, create undue risk, or pose a conflict of interest, may require additional review pursuant to policies and procedures that may be adopted by the Company.
5.3. No Scale Manager or employee will serve as a Board member of an organization focused on political matters such as lobbying or political action committees.
5.4. It is our expectation that you will not serve as a director of any for-profit organization outside of your responsibilities related to Scale. However, if you do wish to serve as a director (or in a similar capacity) of any for-profit organization (other than serving in such capacity as a representative of Scale), you must first obtain written approval to do so from the Compliance Office. You should avoid directorships that might pose a conflict of interest or create the appearance of a conflict of interest. If an apparent or actual conflict of interest develops and cannot be immediately resolved, you must withdraw promptly from service as a director of the outside corporation or organization or your employment will be terminated. You should also be aware that you have sole responsibility for your actions and that the Company does not provide indemnification for employees who serve as directors of outside entities unless such service is at the specific written direction of an authorized representative of the Company or other Scale entity and otherwise in accordance with the policies and procedures established by the Company.


6. CONFLICTS OF INTEREST
6.1. We respect the rights of our employees to manage their personal affairs and investments and do not wish to impinge on their personal lives. At the same time, employees should avoid conflicts of interest that occur when their personal interests may interfere in any way with the performance of their duties or the best interests of the Company. A conflicting personal interest could result from an expectation of personal gain now or in the future or from a need to satisfy a prior or concurrent personal obligation. We expect our employees to be free from influences that conflict with the best interests of the Company or might deprive the Company of their undivided loyalty in business dealings. Even the appearance of a conflict of interest where none actually exists can be damaging and should be avoided. Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest are prohibited. If you have any questions about a potential conflict or if you become aware of an actual or potential conflict, and you are not an officer or director of the Company, you should discuss the matter with your Supervisor or the Compliance Office. Supervisors may not make determinations as to whether a problematic conflict of interest exists without first seeking the approval of the Compliance Office and providing the Compliance Office with a written description of the activity. If the supervisor is involved in a potential or actual conflict, you should discuss the matter directly with the Compliance Office.
6.2. Although no list can include every possible situation in which a conflict of interest could arise, the following are examples of situations that may, depending on the facts and circumstances, involve problematic conflicts of interest:
6.3. Owning, directly or indirectly, a significant financial interest in any entity that does business seeks to do business or competes with us. In addition to the factors described above, persons evaluating ownership in other entities for conflicts of interest will consider the size and nature of the investment; the nature of the relationship between the other entity and the Company; the employee’s access to confidential information and the employee’s ability to influence the Company’s decisions. If you would like to acquire a financial interest of that kind, you must seek approval in advance.
6.4. Soliciting or accepting gifts, favors, loans, or preferential treatment from any person or entity that does business or seeks to do business with us.
6.5. Soliciting contributions to any charity or for any political candidate from any person or entity that does business or seeks to do business with us.
6.6. Taking personal advantage of investment opportunities. Moonlighting without permission.
6.7. Conducting business transactions (on behalf of the Company) with your family member or a business in which you have a significant financial interest.


7. CORPORATE OPPORTUNITIES
7.1. You may not take personal advantage of opportunities for the Company that is presented to you or discovered by you as a result of your position with us or through your use of corporate property or information. These opportunities will be primarily investment opportunities but could include other transactions as well. Even opportunities that are acquired privately by you may be questionable if they are related to our existing or proposed lines of business. Significant participation in an investment or outside business opportunity that is directly related to our lines of business must be pre-approved by the Company. You may not use your position with us or corporate property or information for improper personal gain, nor should you compete with us in any way.


8. ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE
8.1. The Company recognizes principles in environmental, social, and corporate governance through its investment strategy, philosophies, and general business practices. Further information on this topic is set forth in the Company’s Environmental, Social and Corporate Governance Policy.


9. MAINTENANCE OF CORPORATE BOOKS, RECORDS, DOCUMENTS, AND ACCOUNTS; FINANCIAL INTEGRITY; PUBLIC REPORTING
9.1. The integrity of our records and disclosures depends upon the validity, accuracy, and completeness of the information supporting the entries to our books of account. Therefore, our corporate and business records should be completed accurately and honestly. The making of false or misleading entries, whether they relate to financial results or other matters, is strictly prohibited. Our records serve as a basis for managing our business and are important in meeting our obligations to Investors, investors, suppliers, creditors, employees, and others with whom we do business. As a result, it is important that our books, records, and accounts accurately and fairly reflect, in reasonable detail, our assets, liabilities, revenues, costs, and expenses, as well as all transactions and changes in assets and liabilities.
9.2. We require that:
9.2.1. no entry be made in our books and records that intentionally hides or disguises the nature of any transaction or of any of our liabilities or misclassifies any transactions as to accounts or accounting periods;
9.2.2. transactions are supported by appropriate documentation;
9.2.3. employees comply with our system of internal controls; and
9.2.4. Our accounting records are also relied upon to produce reports for our management team, investors as well as governmental agencies. In particular, we rely upon our accounting and other business and corporate records in preparing periodic financial and other reports. Employees who collect, provide or analyze information for or otherwise contribute in any way to preparing or verifying these reports should strive to ensure that our financial disclosure is accurate and transparent and that our reports contain all the information about the Company that would be important to enable investors to assess the soundness and risks of our business and finances and the quality and integrity of our accounting and disclosures.
9.2.5. Any employee who becomes aware of any departure from our standards has a responsibility to report his or her knowledge promptly to a supervisor or the Compliance Office.


10. FAIR DEALING
10.1. We strive to outperform our competition fairly and honestly. Advantages over our competitors are to be obtained through superior performance, not through unethical or illegal business practices. Acquiring proprietary information from others through improper means, possessing trade secret information that was improperly obtained, or inducing improper disclosure of confidential information from past or present employees of other companies is prohibited, even if motivated by an intention to advance our interests. If information is obtained by mistake that may constitute a trade secret or other confidential information of another business, or if you have any questions about the legality of the proposed information gathering, you must consult your supervisor or the Compliance Office.
10.2. You are expected to deal fairly with our Investors, suppliers, employees, and anyone else with whom you have contact in the course of performing your job.


11. SPREADING OF FALSE RUMORS
11.1. The Company unequivocally prohibits and forbids its employees from communicating or transmitting “false rumors” or other information regarding any portfolio company or investment institution that such employee does not know or reasonably believe to be true to any person outside of the Company for any reason.
11.2. If the Compliance Office, upon due investigation, finds that any employee has engaged in the spread of false rumors or information described above, the Compliance Office may impose sanctions including, but not limited to, dismissal of the employee or employees involved and/or reporting of any improper conduct to regulatory authorities.


12. GIFTS AND ENTERTAINMENT
12.1. Business gifts and entertainment are meant to create goodwill and sound working relationships and not to gain improper advantage with customers or facilitate approvals from government officials. The exchange, as a normal business courtesy, of meals or entertainment (such as tickets to a game or the theatre or a round of golf) is a common and acceptable practice as long as it is not extravagant. Unless express permission is received from the Compliance Office, gifts and entertainment cannot be offered, provided, or accepted by any employee unless consistent with customary business practices and not (a) excessive in value, which would be any one item valued over $500 or multiple items in any one year valued in the aggregate over $1,500, (b) in cash, (c) susceptible of being construed as a bribe or kickback, (d) made or received on a regular or frequent basis, or (e) in violation of any laws. Employees should not accept gifts or entertainment that may reasonably be deemed to affect their judgment or actions in the performance of their duties. Our Investors, suppliers, and the public at large should know that our employees’ judgment is not for sale.
12.2. Scale’s Limited Partners invariably have very strict policies regarding gifts and entertainment, so approval of the Compliance Office must be sought when contemplating a gift or entertainment that could impose issues for them or Scale.


13. LITIGATIONS; INVESTIGATIONS; INQUIRY Any lawsuit against the Company should be immediately brought to the attention of the Compliance
13.1. Office upon receipt of service or other notification of the pending action.
13.2. In addition, you must advise the Compliance Office immediately if you become personally involved in or threatened with any litigation, arbitration, investigation, or proceeding of any kind, or if you are subject to any judgment, order or arrest, or if you are contacted by any regulatory authority, whether by letter, telephone, e-mail or in any other way.
13.3. You should immediately notify the Compliance Office upon receipt of a subpoena or other request for information from any governmental entity, regulatory agency, court, or lawyer, for information relating to any matter in any litigation, arbitration, investigation, or other proceedings, or receipt of a garnishment lien or judgment against the Company or any of its Investors or employees. The Compliance Office will determine the appropriate response in consultation with outside legal counsel as appropriate.
13.4. All inquiries, notices of examination or inspection, and requests for information, from any governmental agency or self-regulatory organization concerning the Company should be sent to the Compliance Office upon receipt. The intention behind this policy is to ensure that the Company responds on a consistent and uniform basis to all regulatory inquiries.
13.5. Regulatory inquiries may be received by mail, telephone, or personal visit. In the case of a personal visit, demand may be made for the immediate production or inspection of documents. While any telephone or personal inquiry should be handled in a courteous manner, the caller or visitor should be informed that the response requires the approval of the Compliance Office. In the case of a personal visit, the visitor should be asked to wait briefly while you obtain appropriate guidance on how to deal with the matter. In the case of a telephone inquiry, the caller should be informed that his or her call will be promptly returned. Letter inquiries should be forwarded to the Compliance Office for the response.
13.6. Except as set forth below, any documents, materials, or information should not be released without prior approval of the Compliance Office and you should not have substantive discussions with any regulatory personnel without prior consultation with the Compliance Office. This policy is standard industry practice and should not evoke an adverse reaction from any experienced regulatory personnel.

14. PROTECTION AND PROPER USE OF COMPANY ASSETS
14.1. All employees are expected to protect our assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on our profitability. Our property, including office supplies and computer equipment, is expected to be used only for legitimate business purposes, although incidental personal use may be permitted. You may not, however, use our corporate name, any brand name or trademark owned or associated with the Company, or any letterhead stationery for any personal purpose.
14.2. You may not while acting on behalf of the Company or while using our computing or communications equipment or facilities, either:

• access the internal computer system (also known as “hacking”) or other resources of another entity without express written authorization from the entity responsible for operating that resource; or
• commit any unlawful or illegal act, including harassment, libel, fraud, sending of unsolicited bulk email (also known as “spam”) in violation of applicable law, trafficking in contraband of any kind, or espionage.

14.3. If you receive authorization to access another entity’s internal computer system or other resources, you must make a permanent record of that authorization so that it may be retrieved for future reference, and you may not exceed the scope of that authorization.
14.4. Unsolicited bulk email is regulated by law in a number of jurisdictions. If you intend to send unsolicited bulk emails to persons outside of the Company, either while acting on our behalf or using our computing or communications equipment or facilities, you should contact your supervisor or the Compliance Office for approval.
14.5. All data residing on or transmitted through our computing and communications facilities, including email and word processing documents, is the property of the Company and subject to inspection, retention, and review by the Company, with or without an employee’s or third party’s knowledge, further consent or approval, in accordance with applicable law. Any misuse or suspected misuse of our assets must be immediately reported to your supervisor or the Compliance Office.


15. EQUAL EMPLOYMENT OPPORTUNITY AND NON-DISCRIMINATION
15.1. It is the Company’s policy to provide equal employment opportunities for all applicants and employees. The Company does not discriminate and prohibits harassment on the basis of race, color, religion, creed, sex (including pregnancy, childbirth, or related medical conditions), gender, gender identity, gender expression, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, family care leave status, military or veteran status, marital status, domestic violence, sexual assault, or stalking victim status, sexual orientation or any other characteristic protected by law. The Company also will make reasonable accommodations for qualified individuals with known disabilities unless doing so would result in an undue hardship. This policy governs all aspects of employment, including selection, recruitment, hiring, job assignment, training, promotion, compensation, transfer, discipline, termination, and access to benefits and social and recreational programs. It is the responsibility of every manager and employee to conscientiously follow this policy.
15.2. Employees with questions or concerns about any type of discrimination in the workplace are encouraged to bring these issues to the attention of the Compliance Office. Employees may raise concerns and make reports without fear of reprisal. Anyone found to be engaging in any type of discrimination, harassment or unlawful retaliation will be subject to disciplinary action, up to and including termination of employment.


16. CONFIDENTIALITY
16.1. One of our most important assets is our confidential information. As a condition of employment with the Company, every employee must sign and abide by the terms of the Company’s form Employee Confidentiality Agreement. Under the Employee Confidentiality Agreement, you must keep all confidential and proprietary information in the strictest confidence and not use or disclose it except as necessary for the performance of your job duties.
16.2. Because we interact with other companies and organizations, you may learn confidential information about other companies before that information has been made available to the public. You must treat this information in the same manner as you are required to treat our confidential and proprietary information. Unauthorized use or distribution of this information may result in disciplinary action (including termination of employment) and could also be illegal and result in civil liability and/or criminal penalties.
16.3. You should also take care not to inadvertently disclose confidential information. Materials that contain confidential information, such as memos, notebooks, computer disks, and laptop computers, should be stored securely. Unauthorized posting or discussion of any information concerning our business, information, or prospects on the Internet is strictly prohibited. You may not discuss our business, information, or prospects in any “chat room”, regardless of whether you use your own name or a pseudonym. Be cautious when discussing sensitive information in public places like elevators, airports, restaurants, and “quasi-public” areas within the Company. All Company emails, voicemails, and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of the Company, except where required for legitimate business purposes.
16.4. In addition to the above responsibilities, if you are handling information protected by any privacy policy published by us, then you must handle that information in accordance with the applicable policy.
16.5. Refer to the Employee Confidentiality Agreement for more detailed information on this policy.


17. COMPLIANCE STANDARDS AND PROCEDURES
17.1. If you encounter a situation or are considering a course of action and its appropriateness is unclear, discuss the matter promptly with your supervisor or the Compliance Office; even the appearance of impropriety can be very damaging and should be avoided.
17.2. If you are aware of a suspected or actual violation of Code standards by others, you have a responsibility to report it. You are expected to promptly provide a compliance resource with a specific description of the violation that you believe has occurred, including any information you have about the persons involved and the time of the violation. Whether you choose to speak with your supervisor or the Compliance Office, you should do so without fear of any form of retaliation. We will take prompt disciplinary action against any employee who retaliates against you, up to and including termination of employment.
17.3. Supervisors must promptly report any complaints or observations of Code violations to the Compliance Office. The Compliance Office will investigate all reported possible Code violations promptly and with the highest degree of confidentiality that is possible under specific circumstances. Your cooperation in the investigation will be expected. As needed, the Compliance Office with the Managers of the Company or a committee thereof will investigate. It is our policy to employ a fair process by which to determine violations of the Code.
17.4. If any investigation indicates that a violation of the Code has probably occurred, we will take such action as we believe to be appropriate under the circumstances. If we determine that an employee is responsible for a Code violation, he or she will be subject to disciplinary action up to, and including, termination of employment and, in appropriate cases, civil action or referral for criminal prosecution. Appropriate action may also be taken to deter any future Code violations.
17.5. All personnel are required to certify their understanding of and intent to comply with this Policy Statement, and understand that the Policy statement may change, be rescinded, or added to from time to time, in whole or in part, by Scale in its sole and absolute discretion, and Scale Managers and employees may be required to certify compliance on at least an annual basis.


Acknowledgment of Receipt and Certification of Compliance With the Code of Business Conduct and Ethics
I acknowledge that I have read and understand the Code of Business Conduct and Ethics of NP Capital GP S.a.r.L. (the “Company”). I further acknowledge that it is a condition of my relationship with the Company and affiliated entities to comply with these policies and I will do so. I am aware that my failure to comply with any of the provisions detailed in this policy may lead to disciplinary action, up to and including termination of my employment with the Company and/or its affiliated entities. I understand that I am governed by the contents of the Code, and that Scale may change, rescind or add to the Code, in whole or in part, from time to time in its sole and absolute discretion.