CODE OF BUSINESS CONDUCT AND ETHICS

SysAid Technologies  Ltd. (the “Company”) is committed to maintaining the highest standards of business  conduct and ethics. This Code of Business Conduct and Ethics (this “Code”) reflects the business practices  and principles of behavior that support this commitment. We expect every employee, officer and director  not only to read and understand the business practices and principles described below, but also to apply  good judgment and the highest personal ethical standards in making business decisions. Please remember  you should consider not only your own conduct, but also that of your family members, significant others  and other people in your household. References in the Code to “employees” are intended to cover officers  and, as applicable, directors. 

Do not hesitate to ask questions about whether certain conduct may violate the code, to voice  concerns or to clarify gray areas. You should also be alert to possible violations and report them without  fear of retaliation. See Section 29 below for instructions on how to ask questions or report violations. 

Any employee who violates the standards in this Code may be subject to disciplinary action, that,  depending on the nature of the violation and the history of the employee, may range from a warning or  reprimand to termination of employment and, in appropriate cases, civil legal action or referral for criminal  prosecution. 

While this Code covers a wide range of business conduct, it is not the only document that addresses  the conduct of our employees, officers and directors. The Company has, and may from time to time adopt,  handbooks, documentation and policies relating to other areas of conduct expected of its employees such  as policies on harassment and discrimination. These handbooks, documentation and policies may be made  available on the Company’s internal sites, such as HiBob. You are expected to review, become  familiar with and comply with these policies in carrying out your duties and role for the Company. If you  have any questions about whether your behavior or any behavior you observe is appropriate, it is your  responsibility to ask. 

After carefully reviewing this Code, you must sign the acknowledgment attached as Exhibit A hereto, indicating that you have received, read, understand and agree to comply with this Code. The  acknowledgment must be returned either electronically in a manner provided for by the Company or to the  person designated as the Company’s Compliance Officer (the “Compliance Officer”) (as further described  in Section 29) or such Compliance Officer’s designee within ten (10) business days of your receipt of this  Code and on an annual basis as the Company may require. 

 

1. HONEST AND ETHICAL CONDUCT 

It is our policy to promote high standards of integrity by conducting our affairs in an honest and  ethical manner. All employees are expected to observe high standards of business and personal ethics in the  discharge of their assigned duties and responsibilities. This requires honesty, integrity and fair dealing in  every aspect of interaction with other Company employees, customers, suppliers, the public, the business community, shareholders, and governmental and regulatory authorities. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information,  misrepresentation of material facts, or any other unfair dealing or practice. The Company expects all  employees to choose the course of action reflecting the highest integrity. The Company’s reputation depends on the honesty, fairness and integrity brought to the job by each person associated with us.  Unyielding personal integrity and sound judgment is the foundation of corporate integrity. The Company recognizes that local customs and traditions differ from place to place, but honesty is not negotiable or  subject to compromise in any culture. A reputation for honesty is a fundamental and foundational Company asset. 

2. LEGAL COMPLIANCE 

Obeying the law 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  employees to understand the legal and regulatory requirements applicable to their business units and areas of responsibility. 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 your supervisor or the  Compliance Officer. Violation of domestic or foreign laws, rules and regulations may subject an individual, as well as the Company, to civil and/or criminal penalties. 

3. INSIDER TRADING 

Employees, officers and directors who have access to confidential (or “inside”) information are not permitted to use or share that information for stock trading purposes or to communicate such information to others who might trade on the basis of that information. All non-public information about the Company or about other companies, including our customers and suppliers whose information is available to us, is considered confidential information. The use of material, non-public information in connection with buying or selling securities, including “tipping” others who might make an investment decision on the basis of this information, is illegal. If you are uncertain about the restrictions on your purchase or sale of any Company securities  or the securities of any other company about which you have access to information by virtue of your relationship with the Company, you should consult with the Compliance Officer before making any such purchase or sale.

 

4. INTERNATIONAL BUSINESS LAWS 

Our employees are expected to comply with the applicable laws in all countries to which they travel,  in which they operate and where we otherwise do business, including laws prohibiting bribery, corruption  or the conduct of business with specified individuals, companies or countries. The fact that, in some  countries, certain laws are not enforced or that violation of those laws is not subject to public criticism, will  not be accepted as an excuse for noncompliance. In addition, we expect employees to comply with U.S. laws, rules and regulations governing the conduct of business by its citizens, including their affiliates and  subsidiaries outside the U.S. 

These U.S. laws, rules and regulations, which extend to all of our activities outside the U.S., include: 

• The Foreign Corrupt Practices Act, which prohibits directly or indirectly giving anything of  value to a government official to obtain or retain business or favorable treatment and requires  the maintenance of accurate books of account, with all company transactions being properly  recorded; 
• U.S. trade sanctions and embargoes, which generally prohibit U.S. companies, their  subsidiaries, their employees, and third parties acting on their behalf from engaging in  transactions or dealings involving certain countries and territories subject to embargoes  imposed by the U.S. government (currently including, Cuba, Iran, North Korea, Syria, Russia  and the Crimea region of Ukraine), as well as specific entities and individuals identified on  sanctions lists published by the U.S. Department of the Treasury’s Office of Foreign Assets  Control; 
• U.S. export controls, which restrict exports from the U.S. and re-exports from other countries  of goods, software and technology to many countries, and prohibit transfers of U.S.-origin  items to denied persons and entities; and 
• Antiboycott regulations, which prohibit U.S. companies from taking any action that has the  effect of furthering or supporting a restrictive trade practice or boycott imposed by a foreign  country against a country friendly to the U.S. or against any U.S. person. 

If you have a question as to whether an activity is restricted or prohibited, seek assistance from a  supervisor or the Compliance Officer before engaging in the activity, including giving any verbal  assurances that might be regulated by international laws. 

5. ANTITRUST 

Antitrust laws are designed to protect the competitive process and impose severe penalties for  certain types of violations, including criminal penalties. These laws are based on the premise that the public  interest is best served by vigorous competition and will suffer from illegal agreements or collusion among  competitors. The cornerstone of our Company’s business is competing fairly and honestly. The Company  does not engage in unethical or illegal business practices to obtain a competitive advantage. We are  committed to ensuring fair competition in our markets and to following applicable antitrust and competition laws. 

Certain kinds of information, such as (without limitation), our strategies, business plans, budgets, forecasts, financial  and operating information, pricing, development and product roadmap, and related information, should not  be shared with competitors, regardless of how innocent or casual the exchange may be. Compliance with  regulations requires that all employees know and follow the rules that are relevant to their own business  units. 

6. CONFLICTS OF INTEREST 

We expect our employees, officers and directors 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 just the appearance of a conflict of interest can be damaging and should be avoided. Whether or not a  conflict of interest exists can be unclear. The following are some (but not all) situations that may involve  problematic conflicts of interests: (a) employment by, consulting for, or service on the board of a  competitor, customer or supplier; (b) owning a significant financial interest in an entity that does business,  seeks to do business or competes with us; (c) soliciting or accepting gifts, favors, loans or preferential  treatment from any person or entity that does business or seeks to do business with us; (d) certain types of  “moonlighting”; and (e) loans to, or guarantees of obligations of, employees, officers or directors or their  family members by the Company. 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, you should discuss the matter  with your supervisor or the Compliance Officer. Supervisors may not authorize conflict of interest matters  or make determinations as to whether a problematic conflict of interest exists without first seeking the  approval of the Compliance Officer and providing the Compliance Officer with a written description of the  activity. If the supervisor is involved in the potential or actual conflict, you should discuss the matter directly  with the Compliance Officer. Officers and directors may seek authorizations and determinations from the  Company’s Board of Directors (the “Board”), or such  other committees of the Board that the Board may expressly designate. 

7. CORPORATE OPPORTUNITIES 

You may not take personal advantage of opportunities for the Company that are presented to you  or discovered by you as a result of your position with us or through your use of corporate property or  information. 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. 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. SIDE DEALS 

As a Company policy, we do not accept business commitments outside of the formal contracting  process managed by our internal legal department. Side deals, side letters, or other informal documentation  created by employees without legal oversight are impermissible. Employees should not make any oral or  written commitments that create a new agreement or modify an existing agreement without securing  approval through the formal contracting process.

 

9. MAINTENANCE OF CORPORATE BOOKS, RECORDS, DOCUMENTS AND ACCOUNTS; FINANCIAL  INTEGRITY; PUBLIC REPORTING 

The integrity of our records and public disclosure 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 test results, is strictly prohibited. Our records serve as a  basis for managing our business and are important in meeting our obligations to customers, 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. We require that: 

• 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; 
• transactions be supported by appropriate documentation; 
• the terms of sales and other commercial transactions be reflected accurately in the  documentation for those transactions and all such documentation be reflected accurately in our  books and records; 
• employees comply with our system of internal controls; and 
• no cash or other assets be maintained for any purpose in any unrecorded or “off-the-books”  fund. 

Our accounting records are also relied upon to produce reports for our management, shareholders  and creditors, as well as for governmental agencies. In particular, we rely upon our accounting and other  business and corporate records in preparing the periodic and current reports that we provide to our Board and shareholders.  Applicable laws require that these reports provide full, fair, accurate, timely and understandable disclosure  and fairly present our financial condition and results of operations. Employees who collect, provide or  analyze information for or otherwise contribute in any way in preparing or verifying these reports should  strive to ensure that our financial disclosure is accurate and transparent and that our reports contain all of  the information about the Company that would be important to enable shareholders and potential investors  to assess the soundness and risks of our business and finances and the quality and integrity of our accounting  and disclosures. In addition: 

• no employee may take or authorize any action that would intentionally cause our financial  records or financial disclosure to fail to comply with generally accepted accounting principles   or other applicable laws, rules and regulations; 
• all employees must cooperate fully with our finance department, as well as  our independent public accountants and counsel, respond to their questions with candor and  provide them with complete and accurate information to help ensure that our books and records,  are accurate and complete; and 
• no employee should knowingly make (or cause or encourage any other person to make) any  false or misleading statement in any of our financial statements or tax reports or knowingly omit (or cause or encourage any other person to omit) any information necessary to make the disclosure  in any of our reports accurate in all material respects. 

Any employee who becomes aware of any departure from these standards has a responsibility to  report his or her knowledge promptly to a supervisor, the Compliance Officer, the  Board or otherwise, as advised by the Company.  

10. FAIR DEALING 

Advantages over our competitors are to be obtained through superior performance of our products  and services, not through unethical or illegal business practices. Statements regarding the Company’s  services must not be untrue, misleading, deceptive or fraudulent. Acquiring proprietary information from  others through improper means, possessing trade secret information that was improperly obtained, or  inducing improper disclosure of confidential information from employees of other companies is prohibited.  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 proposed information gathering, you  must consult your supervisor or the Compliance Officer, as further described in Section 14. 

You are expected to deal fairly with our customers, suppliers, employees and anyone else with  whom you have contact in the course of performing your job. Employees involved in procurement have a  special responsibility to adhere to principles of fair competition in the purchase of products and services by  selecting suppliers based exclusively on normal commercial considerations, such as quality, cost,  availability, service and reputation, and not on the receipt of special favors. 

11. GIFTS AND ENTERTAINMENT 

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 a supervisor, the Compliance Officer or the Board, gifts and  entertainment cannot be offered, provided or accepted by any employee unless consistent with customary  business practices and not (a) of more than token or nominal monetary value, (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. This principle applies to our transactions everywhere in the world, even where the practice is  widely considered “a way of doing business.” 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 customers,  suppliers and the public at large should know that our employees’ judgment is not for sale. 

Under some statutes, such as the U.S. Foreign Corrupt Practices Act, giving anything of value to a  government official to obtain or retain business or favorable treatment is a criminal act subject to  prosecution and conviction. If you are uncertain about the appropriateness of any proposed entertainment  or gifts, you should consult with your supervisor or the Compliance Officer.

 

12. COMPANY ASSETS 

All employees, officers and directors are expected to protect our assets and ensure their efficient  use. Theft, carelessness and waste have a direct impact on our profitability. Our property, such as office  supplies, computer equipment, buildings and products, are 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. 

13. CONFIDENTIALITY OF COMPANY INFORMATION 

As an employee, officer or director of the Company, you may learn information about the Company  or other companies that is confidential and proprietary. You must take care to keep this information  confidential. Materials that contain confidential information should be stored securely. Unauthorized  posting or discussion of any information concerning our business, information or prospects on the Internet  is prohibited. Be cautious when discussing sensitive information in public places like elevators, airports,  restaurants and “quasi-public” areas within the Company, such as cafeterias. All of the Company’s emails,  voicemails, slack messages and other communications are presumed confidential and should not be forwarded outside of  the Company, except where required for legitimate business purposes. The Company’s employees are  bound by the terms of the  “Non-Disclosure, Unfair Competition and Ownership of Intellectual Property Undertaking” which is an integral part of their respective employment agreements, or similar terms that they agree to in connection with their employment. 

14. CONFIDENTIALITY OF THIRD-PARTY INFORMATION AND INTELLECTUAL PROPERTY RIGHTS 

The Company works with partners’, suppliers’ and customers’ proprietary data, including, but not  limited to, product developments or technologies, trade secrets, financial information, business plans,  personal information and operational databases. The protection of such data is of the highest importance  and must be discharged with due care. It is the policy of the Company that no employee shall disclose  confidential or proprietary information owned by someone other than the Company without Company  authorization, nor shall any such person disclose such information to others within the Company, other than  on a need-to-know basis. The Company’s employees are bound by the terms of their employment agreements, which include a Non-Disclosure, Unfair Competition and Ownership of Intellectual Property Undertaking, or similar terms that they agree to in connection with their  employment that restricts disclosure of proprietary, trade secret and certain other information about the  Company, its partners, suppliers and customers. This policy applies to all employees without regard to  whether such agreements have been signed and is not a limitation or modification of such agreements. 

It is the policy of the Company to respect the intellectual property rights of third parties, including  partners, suppliers, customers and business partners. Employees have an obligation to comply with  copyright, trademark, patent and trade secret laws as they pertain to third-party intellectual property. In  addition, employees have an obligation to comply with the terms and conditions of licenses and other  agreements that govern the use of that intellectual property. 

15. CONFIDENTIALITY OF ACQUISITION AND INVESTMENT OPPORTUNITIES. 

The Company may receive information in relation to potential acquisitions or investment opportunities. The protection of such information and data, including information and data of third parties, and information regarding the fact that discussions, negotiations or disclosures are taking place, is of the  highest importance and must be handled only by those employees designated for such purpose by  management of the Company and subject, where appropriate, to execution by such employees of a  confidentiality undertaking in that respect. It is the policy of the Company that no employee shall disclose  confidential or proprietary information in relation to such investment opportunities to any third party or any  other employee, unless a need-to-know basis is established and subject to specific authorization by the  Company’s management. 

16. PLAGIARISM 

Plagiarism is the act of passing off someone else’s words, ideas, images or other content as one’s  own without crediting the source. It is the policy of the Company that its employees may not make  inappropriate use of other people’s ideas or words. Employees must be aware of the way to properly cite  sources used in any publications. 

17. OPEN-SOURCE SOFTWARE 

It is the Company’s policy to comply with all applicable open-source software licenses. Open source software is generally collectively developed software with its source code made available under an  open-source license. Just because open-source software is downloadable without charge does not mean we  may use it without restrictions. Before downloading, using or modifying any open-source software, whether  for internal use or for use in connection with product development, employees must act in accordance with  the Company’s internal approval process and guidelines. 

18. PERSONAL DATA PROTECTION AND PRIVACY 

The Company is committed to maintaining high standards with respect to privacy, particularly in  connection with Personal Data of its users, customers, employees, and all other data subjects for whom it  may receive and process Personal Data. As used herein, “Personal Data” means any data concerning an  identified or identifiable person or that can be linked to an individual or his/her household. All Company  employees, officers, and directors (“Company Personnel”) engaged in the processing or handling of  Personal Data are expected to comply with the Company’s data privacy policies and all principles included  therein, including without limitation the Company’s Privacy Policy displayed on the Company’s website at: https://www.sysaid.com/privacy-policy. The Company’s Data Privacy Charter provides core principles to be followed by Company Personnel when  processing Personal Data, including principles reflecting our efforts to: 

• Process Personal Data in a lawful, fair and transparent manner in accordance with the purposes and  notices communicated to individuals; 
• Collect Personal Data only for specific, legitimate purposes and not use it in ways incompatible with  those purposes; 
• Process Personal Data that is adequate, relevant and proportionate to the purposes for which it is  collected; 
• Ensure that the Personal Data collected is kept accurate and up to date; 
• Avoid collecting special categories of Personal Data that are subject to greater levels of protection  under applicable laws; 
• Delete, anonymize or otherwise terminate the storage of Personal Data once it is no longer needed  for the purposes for which it was collected or other lawful purposes; 
• Implement reasonable, appropriate technical or organizational measures to safeguard Personal  Data against accidental or unlawful access, alteration, destruction, loss, disclosure or other unlawful processing; 
• Do not attempt to re-identify or link de-identified or aggregated data in a manner that could  reveal the identity of an individual or household; and 
•   Treat Personal Data confidentially and prevent its disclosure to unauthorized third parties. 

19. MEDIA/PUBLIC DISCUSSIONS 

It is our policy to disclose material information concerning the Company to the public only through  specific limited channels to avoid inappropriate publicity and to ensure that all those with an interest in the  company will have equal access to information. We have designated our communications department as our official spokespersons for all inquiries or calls  from the press and for marketing, technical and other related information. 

20. EMPLOYEE HEALTH AND SAFETY 

Health and Safety – The Company is committed to providing a safe and healthy workplace built on  a foundation of strong and uncompromising ethics and integrity. It is Company policy to strive to create an  environment where employees can work in safety and comfort and to maintain a workplace safe and free  from violence. The Company counts on its employees to follow all health and safety rules and notify their  managers immediately of an accident, injury or illness they may experience on the job. 

Drugs and Alcohol – Employees are expected to comply with the Company’s guidelines regarding  alcohol, drugs, and smoking, whether it is in the workplace, at Company-sponsored events, or while  conducting Company business. While performing in his or her role on behalf of the Company, an employee  should not be under the influence of any legal or illegal drug that impairs his or her ability to perform his  or her job or duties. Employees are prohibited from manufacturing, soliciting, distributing, possessing, or using any illegal drugs or substances in the workplace, or while working on behalf of the Company. 

Employee’s Privacy – It is the Company’s policy to balance its employees’ need for privacy with the  need to gather essential information. Personal information about Company employees – gathered for  business, legal and contractual reasons, such as your home address and phone number, salary information,  benefits information – is kept strictly confidential and shared only with those who have a legal right or a legitimate business need to know. If you have access to personal information about co-workers, you must  take every precaution to ensure it is not misused or improperly disclosed. 

21. ENVIRONMENT/COMMITMENT TO SUSTAINABILITY 

Sustainable treatment of the environment is important to the Company, which is why we believe that we need  to protect it and use our resources responsibly. Our ambition is to create lasting value for customers, employees, business partners and society in general and achieve an ecological and energy balance which is environmentally friendly and energy efficient, as much as reasonably possible. We expect that our vendors also operate and conduct their activities in an environmentally responsible and sustainable manner. 

22. RESPECT FOR GLOBAL HUMAN RIGHTS 

The Company is committed to promote sustainable growth, as well as responsible and transparent  operations that demonstrate respect and support for all human rights. The Company recognizes its  responsibility to respect human rights, and we are committed to treating our employees and members of the  communities where we do business with dignity and respect. As a Company, we respect internationally  recognized human rights based on the United Nations Guiding Principles on Business and Human Rights.  The Company rejects all forms of discrimination in hiring and employment, slavery, child labor, threats  against people who defend human rights and other human rights violations. The protection of fundamental  labor rights is important to the Company. Moreover, we expect our business partners, suppliers and their  subcontractors also to observe these principles and comply with all applicable labor and employment laws  and regulations wherever they are based throughout the world. 

The Company believes that human trafficking, forced, debt-bonded, indentured, and slave labor are  unacceptable, and it is committed to preventing these practices in the Company’s operations and supply  chain. 

23. DIVERSITY AND INCLUSION; DISCRIMINATION AND HARASSMENT 

As a Company, we value diversity in our workforce and aim to provide equal employment  opportunities for all qualified applicants and employees. 

It is the policy of the Company to not discriminate against employees, shareholders, directors, officers,  customers or suppliers or any third party on account of race, color, religion, ideology, gender, sexual  orientation, age, national origin, political, social or union affiliation, physical and/or mental disability or  veteran status or any other status that is protected by applicable law, regulation, or ordinance. All of such  persons shall be treated with dignity and respect and they shall not be unreasonably interfered with, or harassed  in any way, in the conduct of their duties and responsibilities. 

It is the policy of the Company to respect the individual rights of our employees. We are dedicated to  maintaining a creative, culturally diverse, and supportive work environment, and do not tolerate discrimination  or harassment of employees or non-employees with whom we have a business, service, or professional  relationship. Any form of discrimination, harassment or bullying goes against who we are and has no place in  the Company. It is our shared duty to create a fair, tolerant, respectful and friendly working environment. 

Any form of sexual harassment, including unwelcome sexual advances of either a physical or verbal  nature, is strictly prohibited. Sexual harassment can cross age and gender boundaries and involve people of the  opposite sex or the same sex. To ensure the protection of every employee, the applicable Company Prevention  of Sexual Harassment guidelines provides details about the kinds of behaviors that are considered to be  harassment. The applicable policy also provides information on how to file a sexual harassment complaint. Be  sure you know, understand and follow the applicable Prevention of Sexual Harassment Policy. Details of the  policy may vary according to local laws, and training is provided on a periodic basis for employees in every  region.

 

24. ELECTRONIC PROFESSIONAL CONDUCT; USE OF SOCIAL MEDIA 

The Company policy is to handle corporate information responsibly. Care should be taken in the way  we communicate, both internally and externally, whether on a formal or informal basis. 

To protect Company technology assets, it is the Company’s policy that employees (i) use extreme  caution when opening e-mail attachments from unknown or suspicious senders; (ii) use only software that is  legally licensed to the Company; (iii) contact the systems administrator before installing data or software not  provided by the Company; (iv) protect and not share any employee assigned passwords and personal IDs; (v)  do not use another person’s password; (vi) do not download files from unknown or suspicious sources; and 

(vii) do not send e-mails that contain offensive, harassing, illegal or otherwise inappropriate content. 

Social media networks have become an increasingly important factor in public dialogue. From time to  time, the Company may use social networks and social media channels to communicate with employees,  business partners, customers, and the public. We expect our employees to act professionally and respectfully  with both the public and our colleagues and we do not tolerate any hate-filled, derogatory or discriminatory  posts on social media. We expect employees to comply with the following guidelines in their use of any  social media sites: (i) employees shall be careful about what is posted on social media; (ii) only authorized  employees should use social media on behalf of the Company; (iii) when participating in online communities,  employees should not misrepresent themselves or their affiliation with or role in the Company; (iv) if an  employee who is authorized to do so discusses work-related matters, the employee’s affiliation with the  Company should be disclosed ; (v) employees should not share confidential, personal, privileged, proprietary  or other non-public information including information about the Company, its products or services including  strategies, forecasts, and client or customer information; (vi) employees should never  share any information related to legal issues, including pending litigation or investigations; and (vii) employees  should not post anything discriminatory, offensive or illegal in their personal capacity or on behalf of the  Company. 

Where an employee posts messages or engages in dialogue on social media in a personal capacity, we  nevertheless expect the employee to understand that other parties may be aware of his or her affiliation with  the Company and that his or her conduct can and may be a reflection on the Company and its reputation and  image. Accordingly, we expect employees using social media in a personal capacity to nevertheless comply  with these rules and guidelines and in particular not to post any messages, images or other material that could  be discriminatory, offensive, illegal, or in any way harmful to the Company’s image or inconsistent with the  core values of the Company as reflected in this Code. 

We expect employees to exercise a high degree of judgment and responsibility, recognizing that their personal expressions could be misconstrued as representative of the Company’s views or policies. Furthermore,  employees should abstain from any online conduct that may undermine their professional integrity or  credibility. This includes refraining from engaging in public controversies or debates that could reflect  negatively on the Company’s inclusive and respectful workplace culture. Employees should also be aware that  their social media interactions may be subject to scrutiny in line with the Company’s commitment to  maintaining a respectful, lawful, and ethical environment both internally and in its external relations.

 

25. Responsible Use of Artificial Intelligence (AI) 

As a data-driven technology company, we recognize the transformative potential of Artificial  Intelligence to accelerate innovation, enhance productivity, and deliver greater value to our customers,  employees, and shareholders. AI is an integral part of the evolving digital ecosystem in which we operate. The  Company is committed to leveraging these technologies responsibly, ethically, and transparently in a manner  consistent with our core values, our Code, and the laws and regulations that govern our operations across  jurisdictions. 

Our approach to AI is guided by prudence, fairness, and respect for the individuals and organizations  we serve. We encourage thoughtful and informed use of AI in our day-to-day work, recognizing that while AI  can amplify human potential, it also introduces new dimensions of accountability. Employees are therefore  expected to exercise sound judgment when interacting with AI systems and to refrain from disclosing or  entering any confidential, proprietary, or personal information into public or unapproved AI tools. Only AI  platforms or applications expressly reviewed and provisioned by the Company’s IT, Security, and Legal  departments should be used for Company business. The Company continuously evaluates emerging AI tools  to ensure that their use aligns with our privacy, security, and compliance standards, and provides guidance and  training as appropriate. 

AI must never be used in ways that could be considered unlawful, discriminatory, harassing, or  otherwise inconsistent with our ethical standards. All use of AI must comply with applicable laws and  Company policies, including those relating to data protection, anti-discrimination, intellectual property, and  human rights. Employees are expected to avoid generating or using AI-assisted content that could infringe  upon the copyrights, trademarks, or proprietary rights of others. Where AI-generated materials are incorporated  into Company work, employees should, where appropriate, be transparent about such use and ensure that the  output is accurate, fair, and not misleading. 

The Company has implemented a framework designed to support the responsible and secure use of AI  technologies, with a focus on transparency, fairness, and human oversight. These frameworks will continue to  evolve alongside technological and regulatory developments. We are committed to continuous improvement  in this area and to fostering a culture of curiosity, accountability, and integrity in how we explore and deploy  AI. Employees are encouraged to remain vigilant, seek guidance when uncertain, and uphold the principles of  this Code as we collectively shape a responsible and sustainable path forward in the age of AI. 

By acknowledging and agreeing to this Code, you also confirm your understanding of, and agreement  to abide by, the Company’s Acceptable Use Policy, which provides additional guidance regarding the  appropriate and ethical use of Artificial Intelligence in the workplace. The policy outlines the principles,  governance processes, and expectations that support the responsible and secure application of AI across our  operations. Employees are encouraged to review this policy regularly and remain informed about updates as  the Company’s practices and technologies evolve. The Acceptable Use Policy is made available to you  together with this Code. 

26. INFORMATION SECURITY 

We have established an information security program to protect the confidentiality, integrity, and  availability of our critical systems and Information. We strive to implement the highest level of security  processes and practices across all business units. Our program operates and adheres to policies designed to  meet leading industry standards and best practices, such as SOC 2 Type II and ISO 27001, on which we are   independently audited annually. The information security program includes policies and procedures to  proactively assess, identify, and manage cybersecurity risks, as well as comprehensive incident response plans.  Company management approves all information security policies and standards, which are accessible to all  employees. The program is supervised by the Chief Information Security Officer (CISO). 

27. SUPPLIER, AND VENDOR RELATIONSHIPS 

The Company operates in many countries throughout the world. In all instances, we respect national  laws and any other laws with an international reach, such as the US Foreign Corrupt Practices Act, where  relevant. We are committed to acting ethically in all aspects of our business and to maintaining the highest  standards of honesty and integrity. We expect all our business partners, including suppliers, to have the  same commitment to ethical behavior and therefore request our business partners to either confirm that they  recognize our obligations and will not act detrimentally to these obligations and/or confirm that they have  in place equivalent internal policies which are no less stringent that our Company Vendor Code of Business  Conduct. 

Each Company supplier and vendor is responsible for ensuring that all of its employees and any of  its service providers and subcontractors performing work for, or related to the Company, are informed of,  and agree to comply with, the requirements contained in our Company Vendor Code of Business Conduct  or confirm that they have in place equivalent internal policies which are no less stringent that our Company  Vendor Code of Business Conduct. The Company’s policy is to assess its business partner’s commitment  to compliance with these requirements when making procurement decisions. 

28. WAIVERS 

Any waiver of this Code for executive officers or directors may be authorized only by our Board  or a committee of the Board and will be disclosed to shareholders as and if  required by applicable laws, rules and regulations. In some circumstances, waivers for executive officers or  directors may require shareholder approval under Israeli law. 

29. QUESTIONS AND REPORTING POTENTIAL VIOLATIONS 

Your most immediate resource for any matter related to this code is your supervisor, who may have  the information you need or may be able to refer the question to another appropriate source. There may,  however, be times when you prefer not to go to your supervisor. In these instances, you should feel free to  discuss your concern with the Compliance Officer. We have designated our General Counsel, or if no individual currently holds such a position, then our Chief Financial Officer, to the position of Compliance  Officer to oversee this program. The Compliance Officer may be reached at compliance@sysaid.com. 

If you are aware of a suspected or actual violation of this Code, or have concerns regarding

accounting, auditing, internal accounting controls, fraud or violations of law, regulation or policy that could  impact the Company’s financial statements (“Compliance Matters”), you have a responsibility to promptly  report them. It is the Company’s policy to comply with all applicable laws that protect our employees  against unlawful discrimination or retaliation by us or our agents as a result of their lawfully reporting  information regarding, or their participation in, investigations involving Compliance Matters. If any employee  believes he or she has been subjected to any harassment, threat, demotion, discharge, discrimination or  retaliation by the Company or its agents for reporting complaints regarding Compliance Matters in  accordance with this Code, he or she may file a complaint under the procedures described in the  Whistleblower Policy, and we will take prompt disciplinary action against any employee, officer or director  who retaliates against you. The Compliance Officer will investigate all reported possible code violations  promptly and with the highest degree of confidentiality that is possible under the specific circumstances. 

We have established a procedure under which complaints or concerns regarding Compliance  Matters may be reported anonymously or non-anonymously. See our Whistleblower Policy, posted on the  Company website, for detailed instructions on reporting such complaints or concerns, anonymously or non anonymously. The complaint procedure is specifically designed so that employees have a mechanism that  allows the employee to bypass a supervisor he or she believes is engaged in prohibited conduct under this  Code. Anonymous reports should be factual, instead of speculative or conclusory, and should contain as  much specific information as possible to allow the Compliance Officer and other persons investigating the  report to adequately assess the nature, extent and urgency of the investigation. Whether you identify  yourself or remain anonymous, your contact with the anonymous reporting service will be kept strictly  confidential to the extent reasonably possible within the objectives of this Code. 

If any investigation indicates that a violation of this Code has probably occurred, we will take such  action as we believe to be appropriate under the circumstances. If we determine that an employee, officer  or director is responsible for a Code violation, he or she will be subject to disciplinary action up to, and  including, termination and, in appropriate cases, civil action or referral for criminal prosecution. 

30. CHANGES; ANNUAL REVIEW 

Any changes to this Code may only be made by the Board, who will review and  reassess the adequacy of this Code at least annually, and decide on  any changes that are appropriate. All changes must be promptly disclosed as and if required by law or  regulation. 

31. WEBSITE DISCLOSURE 

This Code, as may be amended from time to time, shall be posted on the Company’s website. 

 

 

Exhibit A

CODE OF BUSINESS CONDUCT AND ETHICS  

ACKNOWLEDGMENT 

I hereby acknowledge that I have received, read, understand and will comply with SysAid Technologies  Ltd.’s Code of Business Conduct and Ethics (the “Code”). 

I will seek guidance from and raise concerns about possible violations of this Code with my  supervisor, management and the Compliance Officer. 

I understand that my agreement to comply with this Code does not constitute a contract of  employment. 

Please sign here:  ____________

Print Name:  ____________

Date:  ____________

This signed and completed form must be returned to the Compliance Officer or Human  Resources within five (5) business days of receiving this Code.