Anti-Harassment Policy

Policy Statement

It is the policy of Acadian Ventures (the “Company”) to provide and maintain a work environment for its personnel and third parties with whom its personnel interact that is free of discrimination and harassment, including sexual harassment. The Company prohibits harassing and/or discriminatory conduct in the workplace, whether based upon race, sex, color, age, national origin, religion, disability, genetic information or predisposition, sexual orientation, gender identity and/or expression, ancestry, marital, veteran or citizenship status or any other basis prohibited by applicable laws. This policy applies to all terms and conditions of employment or other engagement of personnel with the Company, including, but not limited to, hiring, placement, promotion, termination, layoff, recall, transfer, leave of absence, compensation and training, and to interactions among Company personnel and between Third Parties (as defined below) and Company personnel or other Third Parties in connection with conducting business or proposed business involving the Company (“Third Party Company Interactions”).

Sexual Harassment

The Company prohibits sexual harassment, which includes sexual advances, requests for sexual favors and other verbal or physical conduct of a sexual nature that has the purpose or effect of interfering with an employee’s work performance by creating an intimidating, hostile, humiliating or sexually offensive working environment. Personnel may not threaten or insinuate, either explicitly or implicitly, that submission to or rejection of sexual advances, sexual favors or other conduct of a sexual nature will in any way influence or adversely affect any decision by the Company regarding an individual’s hiring or employment, including, but not limited to, evaluation, wages, advancement, assigned duties, shifts, or any other condition of employment or career development. Further, no Company personnel may engage in any conduct that creates an intimidating, hostile or offensive work environment. While it is not possible to list all of the circumstances and conduct that may constitute sexual harassment, the following are some examples of conduct which, if unwelcome, may constitute sexual harassment depending upon the totality of the circumstances, including the severity of the conduct and its pervasiveness:

Unwelcome sexual advances or requests for sexual favors, sexual language, sexual jokes, innuendo, and/or comments about an individual’s body;
Submission to such conduct is made either explicitly or implicitly a term or condition of employment;
Submission to or rejection of such conduct by an individual is used as the basis for employment decisions affecting the individual; or
Such conduct has the purpose or effect of unreasonably creating an intimidating, hostile, or offensive working environment.

It is important to note that this policy is not intended to limit the Company’s authority to discipline or take remedial action for conduct that we regard as unacceptable inside or outside of the workplace or otherwise involving work activities, regardless of whether that conduct meets the legal definition of sexual harassment.

Determinations of whether particular language or conduct is subject to disciplinary action under this policy will be made on a fact-specific basis, in light of all of the circumstances. The following, however, are some additional examples of conduct that all personnel of the Company must avoid. Such conduct may violate the Company’s policy against sexual harassment, whether or not it constitutes sexual harassment under the law.

Comments to, or about, an individual’s appearance that are sexually graphic or would otherwise tend to be degrading;
Inappropriate touching and/or physical contact of a sexual nature;
Sexual gestures or remarks with sexual content that are graphic or that may otherwise be offensive to others;
A repetition of any words or conduct of a sexual nature after the person addressed has indicated that such words or conduct is unwelcome;
Unwelcome sexual advances or propositions, whether or not involving physical touching;
Sexual epithets, jokes, written or oral references to sexual conduct, gossip concerning one’s sex life, comment on an individual’s body or sexual activity;
Displaying or circulating sexually suggestive objects, pictures or other images, including by E-mail;
Requests for sexual favors; and

All other verbal or physical conduct of a sexual or otherwise offensive nature.

Sex-based harassment — that is, harassment not involving sexual activity or language (e.g., male manager yells only at female personnel and not males) — may also constitute discrimination if it is severe or pervasive and directed at personnel because of their sex.

The Company’s anti-harassment policy applies to all Company personnel (including for the avoidance of doubt, all Company employees, consultants and others involved in the operations of the Company) and all Third Parties in Third Party Company Interactions. The policy prohibits harassment by (a) Company personnel of other Company personnel and, during Third Party Company Interactions, of Third Parties (as defined below) and (b) Third Parties of Company personnel and, during Third Party Interactions, of other Third Parties. While the Company may not have direct control over a portfolio company or prospective portfolio company personnel or other industry participants in which Company personnel may interact, including, without limitation, entrepreneurs, contractors, fund investors and other industry investors, vendors, clients and volunteers (including in all cases prospective relationships) (collectively referred to as “Third Parties” or a “Third Party”), the Company is committed to a policy of influencing Third Parties to act consistently with the Company’s anti-harassment policy, both as applied to prohibit harassment of Company personnel but also harassment of other Third Parties. If harassment occurs by a Third Party in violation of this policy, the reporting procedures in this policy should be followed as if the harasser were Company personnel.

For the avoidance of doubt, references to employees in this policy shall be broadly interpreted to include all Company personnel.

Harassment on the Basis of Any Other Protected Characteristic

Harassment on the basis of any other protected characteristic is also strictly prohibited. Under this policy, harassment is verbal or physical conduct that denigrates or shows hostility or aversion toward an individual because of his/her race, color, religion, national origin, age, disability, pregnancy, alienage or citizenship status, marital status, creed, genetic information or predisposition, sexual orientation, gender identity and/or expression, ancestry, veteran status or any other characteristic protected by applicable laws or that of his/her relatives, friends or associates, and that: (i) has the purpose or effect of creating an intimidating, hostile or offensive work environment; (ii) has the purpose or effect of interfering with an individual’s work performance; or (iii) otherwise adversely affects an individual’s employment opportunities.

Harassing conduct includes, but is not limited to: epithets, slurs or negative stereotyping; threatening, intimidating or hostile acts; denigrating jokes and display or circulation in the workplace of written or graphic material that denigrates or shows hostility or aversion toward an individual or group (including through E-mail).

Conduct that is prohibited by these policies is unacceptable in the workplace and in any work-related setting outside the workplace, such as business trips and/or business-related social events. These policies apply to all Company personnel, and prohibit harassment, discrimination and/or retaliation whether engaged in with respect to or by fellow personnel, a supervisor or manager or Third Parties.

Retaliation is Prohibited

It is also a violation of this policy and is unlawful to retaliate against any individual for making or filing a complaint of discrimination and/or harassment either internally or with a government agency, for opposing harassment or discrimination, for cooperating in an internal and/or governmental investigation of a complaint of discrimination or harassment, or for participating in a hearing or other proceeding related to a claim of discrimination or harassment. Any such retaliation will result in disciplinary action, up to and including termination of employment.

Complaint Procedure

1. Complaint Procedure

The Company takes allegations of discrimination, harassment (including sexual harassment) and retaliation very seriously and will respond promptly to any complaints. When the Company determines that such conduct has occurred, the Company will act to eliminate the discrimination, harassment and/or retaliation and impose such disciplinary action as it deems necessary, up to and including termination.

Any Company personnel or Third Party who believes he or she or anyone else at the Company or any Third Party has been subjected to or affected by any such harassing and/or discriminatory conduct in violation of this policy, whether by a supervisor, a co-worker or any other person with whom the individual comes in contact in connection with during his or her work for the Company or otherwise in connection with conducting business or proposed business involving the Company, is expected to report such conduct immediately. Reports should be made immediately to the Company’s General Counsel.

All complaints will be investigated thoroughly, promptly, impartially and with discretion. All information obtained from the investigation will be handled discreetly and communicated on a “need to know” basis consistent with adequate investigation and appropriate corrective action. The investigation may include (but will not necessarily be limited to) interviews with the individual who made the complaint, with the person or persons against whom the complaint was made and with individuals who may have witnessed the reported incident or incidents. In addition, personnel should be aware that in certain cases, information must be shared in order for an effective investigation to be conducted.

At the conclusion of an investigation, appropriate, remedial and/or disciplinary action will be taken. The individual reporting harassing or discriminatory behavior under this complaint procedure will be advised of the Company’s decision(s) at the conclusion of the investigation.

In order to allow the Company to prevent and correct unlawful harassing, discriminatory and/or retaliatory conduct, it is essential that personnel or Third Parties use this Complaint Procedure and that the Company receives the information about instances of such conduct immediately after the conduct. The Company will not tolerate any retaliation and/or intimidation as a result of using this Complaint Procedure.

2. Other Remedies and Appropriate Agencies

In addition to the complaint process described above, any individual who believes he or she has been subjected to or affected by any harassing and/or discriminatory conduct may file a formal complaint with the appropriate governmental agencies and/or may commence an appropriate lawsuit as permitted by applicable law.

Disciplinary Actions

Violations of the Company’s Equal Employment Opportunity (“EEO”) and Freedom from Harassment and Anti-Discrimination policies and/or misconduct constituting harassment, discrimination or retaliation will be dealt with promptly and appropriately. Responsive action will be based upon the specific circumstances of the offense and may include discipline up to and including termination of employment. Additionally, in certain cases, individuals may also be held both criminally and financially liable.