Code of Business Conduct and Ethical Behavior
Adopted October 16, 2023
This Code of Business Conduct and Ethical Behavior is one of the many ways in which Gatik AI Inc. (“Gatik”) underscores its commitment to doing good and doing right as it fulfills its mission to deliver goods safely and efficiently using autonomous vehicles to enable its customers to optimize their supply chain at affordable and environmentally conscious convenience.

I. Purpose and Scope

To further such efforts, Gatik and its Board of Directors (the “Board”) (collectively Gatik and the Board are referred to herein as the “Company”) has adopted this Code of Conduct and Ethical Behavior (the “Code”). This Code is one of the ways that Gatik puts its values into practice and upholds the highest standards of ethical behavior and conduct in all that it does.

The major tenets of this code are to encourage:

  • honest and ethical conduct, including fair dealing and the ethical handling of actual or apparent conflicts of interest;
  • full, fair, accurate, timely and understandable disclosure;
  • compliance with applicable governmental laws, rules and regulations;
  • prompt internal reporting of any violations of law or the Code;
  • accountability for adherence to the Code, including fair process by which to determine violations;
  • consistent enforcement of the Code, including clear and objective standards for compliance;
  • protection for persons reporting any such questionable behavior;
  • the protection of the Company’s legitimate business interests, including its assets and corporate opportunities; and
  • confidentiality of information entrusted to directors, officers and employees by the Company and its customers.

All directors, officers, and employees (each a “Covered Party” and, collectively, the “Covered Parties”) of the Company and all of its subsidiaries and controlled affiliates are expected to be familiar with the Code and to adhere to the principles and procedures set forth below.

II. Conflicts of Interest

A conflict of interest occurs when the private interests of a Covered Party interfere, or appear to interfere, with the interests of the Company as a whole.

For example, a conflict of interest can arise when a Covered Party takes actions or has personal interests that may make it difficult to perform his or her Company duties objectively and effectively. A conflict of interest may also arise when a Covered Party, or a member of his or her immediate family, receives improper personal benefits because of his or her position at the Company.

Conflicts of interest can also occur indirectly. For example, a conflict of interest may arise when a Covered Party is also an executive officer, a major shareholder or has a material interest in a company or organization doing business with the Company.

Each Covered Party has an obligation to conduct the Company’s business in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the Company’s Audit Committee of the Board and the Company’s General Counsel (or a person performing a similar function).

This Code does not attempt to describe all possible conflicts of interest that could develop.  Other common conflicts from which Covered Parties must refrain are set out below:

  • Covered Parties may not engage in any conduct or activities that are inconsistent with the Company’s best interests or that disrupt or impair the Company’s relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.
  • Covered Parties may not accept compensation, in any form, for services performed for the Company from any source other than the Company.
  • No Covered Party may take up any management or other employment position with, or have any material interest in, any firm or company that is in direct or indirect competition with the Company.

III. Disclosures

The information in the Company’s financial and other public and internal reports and documents must be full, fair, accurate, timely and understandable.

To ensure the Company meets this standard, all Covered Parties (to the extent they are involved in the Company’s disclosure process) are required to maintain familiarity with the processes and procedures applicable to the Company commensurate with their duties. Covered Parties are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts about the Company to others, including the Company’s independent auditors, governmental regulators, and self-regulatory organizations.

IV. Compliance with Laws, Rules, and Regulations

The Company is obligated to comply with all applicable laws, rules, and regulations.  It is the personal responsibility of each Covered Party to adhere to the standards and restrictions imposed by these laws, rules, and regulations in the performance of his or her duties for the Company.

The Chief Executive Officer, VP Finance or Controller (or persons performing similar functions) of the Company (together, the “Senior Financial Officers”) are also required to promote compliance by all employees with the Code and to abide by Company standards, policies, and procedures.

Covered Parties located outside of the United States must comply with laws, regulations, rules and regulatory orders of the United States, and other countries in which Company may choose to do business, including the Foreign Corrupt Practices Act (“FCPA”) and U.S. export control laws, in addition to applicable local laws.

V. Insider Trading

At some point, Company may decide to register as a public company. If that happens, it is important for all Covered Parties to keep in mind that trading on inside information is a violation of federal securities law.  Covered Parties in possession of material non-public information about the Company or companies with whom we do business must abstain from trading or advising others to trade in the respective company’s securities from the time that they obtain such inside information until adequate public disclosure of the information. Material information is information of such importance that it can be expected to affect the judgment of investors as to whether or not to buy, sell, or hold the securities in question.  To use non-public information for personal financial benefit or to “tip” others, including family members, who might make an investment decision based on this information is not only unethical but also illegal. As a private company, it is still important that Covered Parties be mindful of the information about the Company that is shared with third parties, we require that all Covered Parties be careful and conscientious when sharing information.

VI. Reporting, Accountability, Enforcement and No Retaliation

The Company promotes ethical behavior at all times and encourages Covered Parties to talk to supervisors, managers and other appropriate personnel, including the officers, the General Counsel, outside counsel for the Company and the Board or the relevant committee thereof, when in doubt about the best course of action in a particular situation.

Covered Parties should promptly report suspected violations of laws, rules, regulations or the Code or any other unethical behavior by any director, officer, employee, or anyone purporting to be acting on the Company’s behalf to appropriate personnel, including officers, the General Counsel, outside counsel for the Company and the Board or the relevant committee thereof. Reports may be made anonymously. If requested, confidentiality will be maintained, subject to applicable law, regulations, and legal proceedings.

As appropriate, the General Counsel, in cooperation with the Audit Committee of the Board (or the Board directly if there is no Audit Committee) shall investigate and determine, or shall designate appropriate persons to investigate and determine, the legitimacy of such reports. The General Counsel will work with the Audit Committee of the Board (or the Board directly) to determine the appropriate disciplinary action. Such disciplinary action includes, but is not limited to, reprimand, termination with cause, and possible civil and criminal prosecution.

To encourage employees to report any and all violations, the Company will not tolerate retaliation for reports made in good faith.  Retaliation or retribution against any Covered Party for a report made in good faith of any suspected violation of laws, rules, regulations, or this Code is cause for appropriate disciplinary action.

VII. Corporate Opportunities

All Covered Parties owe a duty to the Company to advance the legitimate interests of the Company when the opportunity to do so arises. Covered Parties are prohibited from directly or indirectly (a) taking personally for themselves opportunities that are discovered through the use of Company property, information or positions; (b) using Company property, information or positions for personal gain; or (c) competing with the Company for business opportunities.

VIII. Confidentiality

In carrying out the Company’s business, Covered Parties may learn confidential or proprietary information about the Company, its customers, distributors, suppliers or joint venture partners.  Confidential or proprietary information includes all non-public information relating to the Company, or other companies, that would be harmful to the relevant company or useful or helpful to competitors if disclosed. Covered Parties must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated.

IX. Fair Dealing

Each Covered Party should endeavor to deal fairly with the Company’s customers, service providers, suppliers, competitors and employees. No Covered Party should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice. Each Covered Party shall not offer to or request from a customer or supplier of Company any competitively sensitive information related to the other Party’s direct competitors or other third parties. In addition, Covered Parties shall refrain from asking a customer of the supplier to refrain from limiting business with another company.

X. Protection and Proper Use of Company Assets

All Covered Parties should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s commitment to the environment and profitability.  Covered Parties shall use Company or customer-owned assets first and foremost for business purposes and to advance the Company’s strategic objectives.

The obligation of Covered Parties to protect the Company’s assets includes its proprietary information.  Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports.

XI. Waivers

Before an employee, or an immediate family member of any such employee, engages in any activity that would be otherwise prohibited by the Code, he or she shall obtain a written waiver from the Board or other appropriate officer or body.

Before a director or executive officer, or an immediate family member of a director or executive officer, engages in any activity that would be otherwise prohibited by the Code, he or she must obtain a written waiver from the disinterested directors of the Board.  Such waiver must then be disclosed to the Company’s shareholders, along with the reasons for granting the waiver.

XII. Personal Conduct and Social Media Policy

Covered Parties should take care when presenting themselves in public settings, as well as online and in web-based forums or networking sites. Each Covered Party is encouraged to conduct himself or herself in a responsible, respectful, and honest manner at all times. The Company understands that Covered Parties may wish to create and maintain a personal presence online using various forms of social media. However, in so doing Covered Parties should include a disclaimer that the views expressed therein do not necessarily reflect the views of the Company. Covered Parties should be aware that even after a posting is deleted, certain technology may still make that content available to readers.

Covered Parties are prohibited from using or disclosing confidential, proprietary, sensitive or trade secret information of the Company, its partners, vendors, consultants or other third parties with which the Company does business. Harassment of other directors, officers or employees will also not be tolerated. A Covered Party may not provide any content to Company social media sites that may be construed as political lobbying or solicitation of contributions, or use the sites to link to any sites sponsored by or endorsing political candidates or parties, or to discuss political campaigns, political issues or positions on any legislation or law.

XIII. No Rights Created

This Code is a statement of certain fundamental principles, policies and procedures that govern the Company’s Covered Parties in the conduct of the Company’s business. It is not intended to and does not create any rights in any employee, customer, client, visitor, supplier, competitor, shareholder or any other person or entity. It is the Company’s belief that the policy is robust and covers most conceivable situations.

XIV. Conclusion

Gatik strives to be and exemplify a conscious and aware company. We are not able to foresee every possible ethical scenario that may present itself, but we are confident that the people we choose to work with and do work with are individuals and companies that exercise good judgment and maintain the highest standards of integrity. We expect all Covered Parties and our suppliers to be guided by both the letter and the spirit of this Code. If you ever have a doubt or concern, it is best to ask or bring it to the attention of your supervisors, managers and other appropriate personnel, including the Company’s officers or the General Counsel. We want you to speak up and help us to lead by example and use our powers for good.

Let’s Trucking Go!