Scalr Whistleblower Policy

  1. Purpose

Scalr Inc., a DE C Corporation (the “Company”), is committed to honest, ethical and lawful conduct and compliance with applicable laws, rules and regulations. In furtherance of these commitments, all directors, officers, and employees of the Company (each, a “Covered Person” or “you”) must act in accordance with all applicable laws and regulations and with the policies of the Company at all times and assist in ensuring that the Company conducts its business and affairs accordingly. 

This Whistleblower Policy (this “Policy”) (i) establishes procedures for the reporting and handling of concerns regarding action or suspected action taken by or within the Company that is or may be illegal, fraudulent or in violation of any policy of the Company, as well as any other matter that could cause serious damage to the Company’s reputation (each, a “Concern”), and (ii) prohibits retaliation against any Covered Person who reports a Concern in good faith. 

By appropriately responding to Concerns, we can better support an environment where compliance is valued and ensure that the Company is meeting its ethical and legal obligations. 

  1. When to Raise a Concern 

You have an affirmative duty to disclose to and seek guidance from an appropriate supervisor or manager if you believe any Covered Person or other person associated or doing business with the Company has engaged, is engaging, or may engage in any illegal or unethical behavior or has violated, or may violate any law, rule, or regulation, or policy of the Company. Such reportable activity may include, for example, financial wrongdoing (including circumvention of internal controls or violation of the accounting policies of the Company), fraud, harassment, or any other illegal, unethical, or proscribed conduct. While Concerns may be submitted at any time, you should report a Concern as soon as reasonably possible after becoming aware of the matter. 

  1. How to Raise a Concern 

Concerns may be submitted either in writing or orally. No form is required to submit a Concern, but you are encouraged to provide as much information and detail as possible so that the Concern can be properly investigated. A Concern may be submitted: 

  1. to the administrator of this Policy (the “Policy Administrator,” who is an employee, officer or director of the Company, as required by law), at sebastian@scalr.com (CEO);
  2. by discussing it with a supervisor or manager, who will in turn forward the Concern to the Policy Administrator for review where appropriate; or 
  3. in writing (including by e-mail) to the Whistleblower Committee of the Company at mackey@ov.vc & chris@astra.com, who will in turn forward the Concern to the Policy Administrator for review where appropriate. The Whistleblower Committee is composed of at least two members of the Board of Directors, excluding all C-level executives such as the CEO and CFO.

Concerns may be raised anonymously; however, any individual reporting his or her own violation shall not satisfy his or her obligation hereunder with a Concern raised anonymously.

  1. Procedures for Receiving and Reviewing Concerns 

Procedures for Receiving and Reviewing Concerns

Any supervisor, manager, or other person receiving a Concern should contact the Policy Administrator (whose contact information is provided in Section III above), who will coordinate further action. 

The Policy Administrator will assess each Concern on a preliminary basis to determine to what extent an investigation into the Concern is required and will direct all aspects of the investigation of any Concern. All investigations will be conducted in a confidential and sensitive manner, so that information will be disclosed only as needed to facilitate review of the investigation materials or otherwise as required by law. You must cooperate as necessary in connection with any such investigation. 

In the event a Concern involves or implicates the Policy Administrator, the Policy Administrator will promptly recuse himself or herself from the investigation and inform the Board in writing. The Board may investigate such Concern or appoint impartial attorneys to investigate the Concern. The Whistleblower Committee should elect to manage the process without involving the Policy Administrator unnecessarily. 

In the event a Concern involves or implicates the CEO, the CEO will promptly recuse himself or herself from the investigation and inform the Whistleblower Committee in writing. The Whistleblower Committee may investigate such Concern or appoint impartial attorneys to investigate the Concern. 

  1. Records of Concerns and Investigation Reports 

The Policy Administrator will maintain a written record of all Concerns summarizing in reasonable detail for each Concern: (i) the nature of the Concern (including any specific allegations made and the persons involved); (ii) the date of receipt of the Concern; (iii) the current status of any investigation into the Concern and information about such investigation (including the steps taken in the investigation, any factual findings, and the recommendations for corrective action); and (iv) any final resolution of the Concern. The Policy Administrator will distribute an update of this record to the Board in advance of each regularly scheduled meeting. 

  1. Confidentiality 

All Concerns received will be treated confidentially or anonymously, as applicable, to the extent reasonable and practicable under the circumstances. 

  1. No Retaliation Against Whistleblowers 

It is the Company’s policy to encourage the communication of bona fide Concerns relating to the lawful and ethical conduct of the Company’s business. It is also the policy of the Company to protect those who communicate bona fide Concerns from any retaliation for such reporting. No adverse employment action may be taken and retaliation is strictly prohibited, including, without limitation, intimidation, harassment, discrimination, coercion, or otherwise, whether express or implied, against any director, officer, employee or volunteer of the Company who in good faith reports any Concern or assists in an investigation of, or the fashioning or implementation of any corrective action or response made in connection with, any Concern. Any person who violates this prohibition against retaliation will be subject to appropriate disciplinary action, which may include termination of employment or other relationship with the Company. 

  1. Policy Distribution 

A copy of this Policy will be distributed to each Covered Person promptly following the adoption of or any amendments to this Policy, and at such time as a person becomes a Covered Person. 

  1. Policy Adoption and Oversight 

The CEO is responsible for providing oversight of the adoption and implementation of, and compliance with, this Policy. 

This Whistleblower Policy was adopted by the Company’s Board on <Date Pending Board Review>

  1. Document Control and Approval 

This section shows the version history as well as the acceptance for the most recent version. 

Major changes – A major change to this document is defined as one that alters strategic intent or imposes additional controls. Major changes must be approved by the CEO. Additionally, these changes must be well-defined in the document control block and be identified by a major release number (e.g. ‘1.0,’ ‘2.0,’ etc.). 

Minor Changes A minor change to this document is defined as one involving clarifications or additions of a limited scope that do not alter the strategic intent. Minor changes may be entered directly by the document owner. Additionally, these changes must be well-defined in the document control block below and be identified by a minor release number (e.g. ‘1.1,’ ‘1.2,’ etc.). 

Version, Date, Name & Title, Comments

0.9, October 28 2021, Sebastian Stadil CEO, Original Document