BLUE APRON HOLDINGS, INC.

CODE OF CONDUCT AND ETHICS

Table of Contents

Section 1 - About the Code 1.1 Introduction 1.2 Who Must Follow Our Code? 1.3 What if I have Code-Related Questions or Want to Report a Violation? 1.4 Commitment to No Retaliation 1.5 Additional Responsibilities for Our People Managers

Section 2 - Respect our People, Community, and Partners

2.1 Equal Opportunity 2.2 Discrimination, Harassment and Bullying 2.3 Workplace Safety and Violence 2.4 Substance Abuse 2.5 Human Rights

Section 3 - Protect Blue Apron Company Information and Assets

3.1 Use of Blue Apron Equipment and Assets 3.2 Use of Blue Apron Network 3.3 Customer Information 3.4 Employee Information 3.5 Confidentiality 3.6 Protecting our Intellectual Property

Section 4 - Compliance with Law

4.1 Fair Wages 4.2 Antitrust and Fair Competition 4.3 Anti-Corruption / Anti-Bribery

4.4 Selection and Use of Third Parties/Procurement 4.5 Gifts and Entertainment

4.6 Insider Trading Section 5 – Maintain Financial Accountability

5.1 Maintain Accurate Financial Records 5.2 Internal Audit and Controls 5.3 Political Contributions 5.4 Manage Records Properly 5.5 Entering into a Contract

Section 6 – Conflicts of Interest Section 7 – Amendments and Acknowledgements

7.1 Waivers and Modifications 7.2 Dissemination, Amendment and Acknowledgement

Section 8 – External Communications and Environmental Stewardship

8.1 External Communications 8.2 Environmental Stewardship

Frequently Asked Questions

SECTION 1 - ABOUT THE CODE 1.1 Introduction Blue Apron’s vision for the future is ambitious: to build a better food system. We are transforming the way that food is produced, distributed, and consumed and we believe a better food system will benefit not only consumers and stockholders, but also the planet. Blue Apron Holdings, Inc. and its affiliates (collectively, referred to as the “Company”, “Blue Apron,” “we,” “us” or “our”) is committed to conducting business and accomplishing its vision for the future in an ethical manner and in compliance with all applicable governmental laws, rules and regulations. The Blue Apron Code of Conduct and Ethics (which we refer to simply as the Code) sets out our principles and the behavior that we expect from all of our employees, interns, officers, and directors (collectively, “you” or “your”). Above all, the Code is about doing what is right—that means obeying laws, being respectful to others, and acting in an honorable manner. We go into more detail below but as a general rule you must:

● Follow the Code. Read, understand, and comply with the Code and Blue Apron policies. ● Speak up. If you have knowledge about an actual or suspected violation of the Code or

any illegal activity, you must report it. You can report it to your supervisor, Human Resources, the General Counsel, or you can report it anonymously through the Ethics Hotline or Ethics Email.

● Use Good Judgement. Before you act, ask yourself how your actions will reflect upon yourself and Blue Apron and how your actions would look if they were published on social media or in the newspaper.

● Ask Questions. If you have questions about the Code or your obligations under the Code ask your supervisor, Human Resources, or the General Counsel’s office.

One more important note: The Code is not intended to be the exclusive source of guidance and information regarding your conduct. Many of the principles described in the Code are general in nature and do not cover every situation that may arise. It is your responsibility to use common sense and good judgment in applying the Code to business scenarios and to consult other applicable policies and procedures that we may have in place. 1.2 Who Must Follow Our Code? We expect all of our employees, interns, officers, and directors to read, understand, and comply with the Code. You are expected to comply with both the letter and the spirit of the Code, understand and comply with all Blue Apron policies, and understand and comply with any laws and regulations that apply to your job, even if you feel pressured to do otherwise. It is important

to note, that failure to report a known or suspected violation or to comply with the Code can lead to disciplinary action, up to and including termination. Periodically, you may be asked to provide a written certification that you have reviewed and understand the Code, that you comply with its standards, and are not personally aware of any violations of the Code. Some of the obligations in the Code will also apply to contractors, vendors, consultants, and other third party service providers who may be temporarily retained to provide work for Blue Apron. Failure of a contractor, vendor, consultant, or other third party service provider to comply with the Code may result in termination of the relationship with Blue Apron. Certain violations of the Code may require us to refer the matter to the appropriate governmental or regulatory authorities for investigation or prosecution.

1.3 What if I have Code-Related Questions or Want to Report a Violation? If you ever have a question about the Code or think that one of your Blue Apron teammates or Blue Apron as a company is failing to comply with the Code or engaging in illegal or unethical behavior, you must speak up. Consider talking with your supervisor about the issue. If you are uncomfortable speaking with your supervisor, you may contact any member of our senior management team, the General Counsel, or your department’s human resources representative. You may also report a concern anonymously by calling the Ethics Hotline at 1-844-TELLBLUE, emailing the Ethics Email at TELLBLUE@GETINTOUCH.COM or using the Ethics Website at www.intouchwebsite.com/TELLBLUE. While it is Blue Apron’s desire to address matters internally, nothing in the Code prohibits you from reporting any illegal activity, including any violation of securities laws, antitrust laws, environmental laws, or any other federal, state, or foreign law, rule, or regulation, to the appropriate regulatory authority. We will investigate all reports promptly and expect you to fully and candidly cooperate with such investigation(s).

1.4 Commitment to No Retaliation

We will not retaliate against and will not tolerate any retaliation against any individual who, in good faith, reports a violation of the Code or illegal activity, or assists in an investigation regarding a potential Code violation. The Code should not be construed to prohibit you from engaging in concerted activity protected by the rules and regulations of the National Labor Relations Board or from testifying, participating or otherwise assisting in any state or federal administrative, judicial, or legislative proceeding or investigation.

1.5 Additional Responsibilities for Our People Managers

People managers have an important responsibility to lead by example and maintain the highest standards of behavior. If you supervise others, you should create an environment where each member of your team understands their responsibilities and feels comfortable raising issues and concerns without fear of retaliation. If an issue is raised, you must take prompt action to address

the concern, work to correct the issue, and, when necessary or as required under the Code, escalate the issue to the General Counsel’s office and Human Resources. You must also make sure that each person under your supervision understands the Code and other Blue Apron policies as well as any laws and regulations that impact their duties. Most importantly, you must ensure that each person under your supervision understands that business performance is never more important than ethical business conduct.

SECTION 2 – RESPECT OUR PEOPLE, COMMUNITY, AND PARTNERS

2.1 Equal Opportunity

At Blue Apron we are all one family, and as such, we are committed to providing equal opportunities to all employees and prospective employees. Individuals are recruited, hired, assigned, promoted, compensated, and trained on the basis of their qualifications for the job. We do not choose our employees, vendors, or suppliers based on race, color, religion, veteran status, national origin, ancestry, pregnancy status, sex, gender identity or expression, age, marital status, mental or physical disability, medical condition, sexual orientation, political affiliation, union membership or any other status protected by federal, state or local law (collectively, “Protected Characteristics”). 2.2 Discrimination, Harassment and Bullying We are committed to providing a welcoming workplace where everyone is viewed as equals and treated with respect. Discrimination, harassment, and bullying in any form (verbal, visual or physical) is strictly prohibited at any of our workplaces. Any discrimination, harassment, or bullying based on any Protected Characteristic will not be tolerated. Sexual harassment includes harassment of a sexual nature of a person of the same or opposite sex as the harasser. Additionally, any harassment that impacts or influences wages, hours, working conditions or employment advantages is specifically prohibited. If you are aware of or witness any form of discrimination, harassment, bullying or what you perceive to be inappropriate behavior, it is your responsibility to report it, whether or not you are directly involved or just a witness.

2.3 Workplace Safety and Violence The safety and security of our people and our properties is of critical importance. Threats, intimidation, and violence in our workplace will not be tolerated. Weapons, firearms, ammunition, explosive devices, and other dangerous materials are not permitted on any Blue Apron premises or in any Blue Apron vehicle, unless you have proper written authorization from the General Counsel’s office. Behavior that threatens the safety of our people or our property, including any situation that has the potential to become violent, should be immediately reported to your supervisor, security, Human Resources, or by calling the Ethics Hotline at

1-844-TELLBLUE, emailing the Ethics Email at TELLBLUE@GETINTOUCH.COM or using the Ethics Website at www.intouchwebsite.com/TELLBLUE.

2.4 Substance Abuse

Alcohol and drug abuse can endanger the health, safety and security of the Blue Apron community, and adversely affect the quality and effectiveness of our operations and our reputation. Using your best judgement while drinking at work events is always encouraged. The use, possession, sale, purchase, distribution, manufacture, or transfer of alcohol, except as expressly required in connection with our business, is prohibited on our premises unless expressly authorized by the Company and is prohibited in any Company vehicle. The use, possession, sale, purchase, distribution, manufacture, or transfer of illegal or unauthorized drugs is prohibited on any of our premises. You are prohibited from reporting to work or performing any job duties while under the influence of or impaired by alcohol or drugs. If you have a drug or alcohol related issue or concern, we encourage getting assistance through Blue Apron’s Employee Assistance Program (EAP).

2.5 Human Rights Human rights are everyone’s rights, and at Blue Apron we respect this. We uphold fundamental human rights and believe all human beings around the world should be treated with dignity, fairness, and respect. We believe trafficked, slave, debt-bonded, indentured, child, and other forms of forced labor are unacceptable, and we are dedicated to preventing these practices in our operations and supply chain. We, likewise, denounce any degrading treatment of individuals or unsafe working conditions, and support our products being free of conflict minerals. We are committed to working with partners who demonstrate a serious commitment to the health and safety of their workers, respecting human rights, and who operate in compliance with applicable law. SECTION 3 – PROTECT BLUE APRON COMPANY INFORMATION AND ASSETS 3.1 Use of Blue Apron Equipment and Assets

To help you do your job effectively and efficiently Blue Apron may provide you with tools and equipment (e.g., computers, mobile devices, etc.) and other physical assets (e.g., conferencing equipment, office supplies, etc.). We expect you to keep track of any tools, equipment, or other assets entrusted to you, and to prevent the loss, theft, misuse, or waste of Blue Apron property. Blue Apron tools, equipment, networks, systems, and other assets are not to be used for purely personal purposes. A few more important notes:

● You are strictly prohibited from using any Blue Apron tools, equipment, network,

system, or other asset to download or distribute any software, electronic files, or other materials that are deemed illegal, including, without limitation, pornography.

● Computer software (e.g., computer programs, databases, and related documentation), whether purchased from a supplier or developed by Blue Apron, may not be copied, distributed, or reproduced for personal use.

● If you are unsure if a certain use of tool, equipment, network, system, or other assets is permitted you should check with your supervisor or your department's Human Resource representative.

We will promptly investigate, and where appropriate, prosecute reported incidents of fraud or theft of Blue Apron’s property. You are required to promptly report any actual or suspected theft, loss or abuse of Company property to your supervisor, your local Human Resources representative, or the General Counsel’s office. 3.2 Use of Blue Apron Network Use of Blue Apron’s networks, databases, and company communication systems (e.g., email, voicemail, etc.) is both a necessity and a privilege. Blue Apron’s network and communication systems (which includes our network, communications system, and the hardware that uses it, like laptop computers) are an important part of Blue Apron’s property. You are responsible for complying with all acceptable use and security policies. This means that if you have access to our network, database, or communication systems, you are responsible for using the highest standards of behavior in all of your usage and communications. When accessing our networks from remote locations (e.g., at home or from other non-company locations), you are subject to the same standards of use as individuals who access our networks while on our premises. If you believe that our network has been breached or violated or you have lost your laptop or mobile device, you must promptly report the incident to IT and Privacy Counsel in the General Counsel’s office. 3.3 Customer Information Our customers expect us to protect the personal information that they have provided us. To maintain this trust, each of us must always respect our customer’s privacy and privacy settings and may only collect, access, and use customer personal information as permitted by our Blue Apron Privacy Policy, data governance, usage, and security policies, and applicable data protection laws. You may only collect, access, and use customers’ personal information if it is required as part of your job and if: (1) it is in compliance with the Blue Apron Privacy Policy and Terms of Use, (2) you absolutely need to access this information to do your job, (3) your manager or Privacy Counsel in the General Counsel’s office has granted you access to this information, and (4) the information is permitted under your access rights. If you have any questions about the handling of our customers’ personal information or your access rights reach out to Privacy Counsel in the

General Counsel’s office. One more important note: You are also responsible for reading, understanding, and complying with the Blue Apron Privacy Policy (located on our website). This is the only way you will know the promises we have made to our customers. 3.4 Employee Information We may collect, access, and store personal information from employees. You may only collect, access, and use this personal information if you have a legitimate business need and only in compliance with our internal policies and applicable laws. If you have questions about our collection processes or your access rights you should reach out to the General Counsel’s office. 3.5 Confidentiality You must protect all confidential, proprietary, and non-public information (in any format) that is critical to our business and could be of use to competitors or harmful to Blue Apron or our customers if disclosed (we refer to this as Confidential Information). This includes business plans, marketing plans, and financial information. You are required to maintain the confidentiality of all Confidential Information that you receive or have access to during your employment or service with Blue Apron, except when disclosure is authorized or legally required. This obligation also applies to confidential information of our customers, suppliers, business partners, financial institutions and any other third party partners.

You are responsible for avoiding the release of confidential information and will not, directly or indirectly, publish, disclose, describe or communicate confidential information or otherwise authorize anyone else to do so. Within the Company, confidential information should only be disclosed to those individuals who have a business-related “need to know” for such information. If you need to send confidential information outside the Company, ensure there is a nondisclosure agreement with the entity or person receiving the confidential information. Be cautious and thoughtful when sharing confidential information in writing, including, but not limited to, e-mails, and during private conversations. Consider your surroundings when talking about Blue Apron on a cell phone or in a public place.

When determining if information is confidential, ask yourself the below-listed questions. If you can answer “yes” to any one of these questions, the information is confidential and should be protected.

● Is this information unknown to people outside the Company? ● Would the Company be disadvantaged or harmed if others knew this information? ● Would your work or project be jeopardized if the information was not held in

confidence?

Our policies on public disclosure of internal matters are described more fully in our Disclosure Policy, which may be requested by emailing governance@blueapron.com or, if you are an employee, by visiting our Intranet. If you have questions about your confidentiality obligations, please reach out to the General Counsel’s office.

One more note: We expect you to comply with and respect any lawful confidentiality obligations you may have with your former employer. This may include restrictions on your use and disclosure of your former employer's proprietary information, restrictions on the solicitation of former colleagues to work at Blue Apron, and non-competition obligations.

3.6 Protecting our Intellectual Property Blue Apron’s name, logo, trade secrets, inventions and other intellectual property are valuable assets to us and must be protected. We expect you and other third parties to respect our intellectual property rights. We also expect you to respect the intellectual property rights of others. You may not, and may not request that another, knowingly infringe on Blue Apron’s or any third-party's intellectual property rights. If you become aware of any infringement or misuse of Blue Apron’s intellectual property or any third party’s intellectual property, you should contact the General Counsel’s office.

As set out in your non-disclosure and invention assignment agreement with Blue Apron, your “work product” belongs to Blue Apron. Work product includes, but is not limited to, inventions, discoveries, ideas, improvements, software programs, recipes, artwork and works of authorship that are created or developed, in whole or in part, as part of your duties for the Company or through the use of the Company resources or information. To ensure Blue Apron receives the benefit of work done by outside consultants, an appropriate agreement or release must be in place before any work begins. You are responsible for working with your Human Resources representative and our Legal team to ensure this occurs prior to commencing work.

SECTION 4 – COMPLIANCE WITH LAWS Blue Apron takes its responsibility to comply with all applicable laws, rules, and regulations very seriously. If you have questions about a law, rule, or regulation you should reach out to the General Counsel’s office. 4.1 Fair Wages We are committed to complying fully with all applicable laws and regulations dealing with wage-and-hour issues, including the prohibition of off-the-clock work, meal and rest breaks, overtime pay, termination pay, minimum-wage requirements, and other subjects related to wage and hour practices. To help us meet these requirements, you must:

● comply fully with all Blue Apron policies and procedures related to wage-and-hour issues; ● comply fully with all applicable federal, state, and local laws and regulations pertaining to

wage-and-hour issues; and ● report any violations of wage-and-hour laws or policies to management. It is a violation of

law and our policy for you to work without compensation or for a supervisor (hourly or salaried) to request that you work without compensation. You should never perform any work for the Company without compensation.

Nothing in this Section prohibits employee communications that are protected or required under applicable state or federal laws, including but not limited to any activity that is protected under Section 7 of the National Labor Relations Act, which includes the right of employees to speak with others about their wages, labor disputes, and other terms and conditions of employment. 4.2 Antitrust and Fair Competition Blue Apron is proud of the products we provide and is committed to promoting fair and open competition. International and U.S. federal and state antitrust and competition laws prohibit efforts and actions to restrain or limit competition between companies that otherwise would be competing for business in the marketplace. Breaching antitrust or competition laws can result in severe fines and penalties for Blue Apron and anyone who participates in such a violation. It can also result in possible criminal prosecution and imprisonment. You must comply with all applicable antitrust and competition laws. Improper discussions with employees or representatives of our competitors should be avoided at all times, especially at trade association meetings or other industry or trade events where competitors may interact. To avoid running afoul of antitrust and competition laws, under no circumstance should you discuss any of the following topics with employees or representatives of our competitors:

● Prices or pricing strategy ● Discounts ● Customer or vendor relationships ● Sales policies ● Marketing plans ● Customer or vendor selection ● Allocating customers or market areas ● Contract terms and contracting strategies

It is important to remember that you do not need a written agreement with a competitor to violate applicable antitrust and competition laws. Informal, verbal, or implicit understandings (i.e., knowing winks) are also violations. Antitrust and competition laws can be very complex so please contact the General Counsel’s office

if you have any questions about these laws and how they apply to you. If you are found to have violated Blue Aprons Antitrust and Fair Competition policies you will be, subject to local laws, disciplined, up to and including termination. If you suspect that anyone at Blue Apron is violating the competition laws, notify the General Counsel immediately. 4.3 Anti-Corruption / Anti-Bribery Blue Apron is subject to U.S. and non-U.S. laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”), that prohibit bribery, kickbacks, and other improper payments. The FCPA and other U.S. laws prohibit payment of any money or anything of value to a foreign official, foreign political party (or official thereof), or any candidate for foreign political office for the purposes of obtaining, retaining or directing business. A bribe is offering anything of value (e.g., gifts, money, or promises) to influence or induce action, or to secure an improper advantage. To be clear, Blue Apron does not offer, require, or authorize anyone to make a payment or give anything of value to influence someone in government or business to give us an improper commercial advantage. 4.4 Selection and Use of Third Parties/Procurement

We believe in doing business with third parties who embrace and demonstrate high standards of ethical business behavior. We rely on suppliers, contractors, and consultants to help us accomplish our goals. These third parties should be treated according to our values. To create an environment where suppliers, contractors, and consultants have an incentive to work with Blue Apron, they must be confident they will be treated in an ethical manner. You may not make untrue, misleading, deceptive or fraudulent statements about the Company’s products and services. The manner in which we select our suppliers and other third parties that we do business with and the character of the suppliers and other third parties we select reflect on the way we conduct our business. Accordingly, Blue Apron offers fair opportunities for prospective third parties to compete for our business.

4.5 Gifts and Entertainment Modest gifts, favors, and entertainment are often used to strengthen business relationships; however, our choice of suppliers, vendors, partners, and other third parties must always be based on objective factors such as cost, quality, value, service, and ability to deliver. You may not make business decisions based on gifts received through outside relationships and even the appearance of making a decision based on gifts must be avoided.

The use of Blue Apron funds or assets for gifts to any supplier, vendor, partner, or other person doing or seeking to do business with us is prohibited, unless the gifts are in compliance with our

policies, the recipient's policies, and applicable law. You should never give cash or its equivalent in connection with a business transaction or promise to make loans or investments of any kind without first fully complying with proper internal authorization procedures and applicable record keeping requirements.

You and your immediate family members are prohibited from offering, accepting, or receiving a gift or entertainment if it:

● is in cash; ● is not consistent with customary business practices; ● is extravagant in value; ● can be construed as a kickback, bribe or payoff in violation of any law, including a bribe to

a government official in violation of the FCPA, ● violates any other laws or regulations, or ● could cause embarrassment to or discredit Blue Apron if disclosed.

Offering entertainment, gifts, or other business courtesies that could be perceived as bribes have additional risks when you are dealing with a government official. There are specific laws that apply to interactions with government officials. For example, the United States and certain other countries have strict laws that prevent providing anything, including food or beverages, to a government employee. As a general rule, Blue Apron employees may not give gifts, gratuities, or other favors to government officials, agents, or employees. If an exception seems warranted, you must get prior written approval from the General Counsel. The use of Company funds or assets for gifts, gratuities, or other favors to government officials is prohibited, except to the extent such gifts, gratuities, or other favors are approved by the General Counsel, made in compliance with applicable law, insignificant in amount, and not given in consideration or expectation of any action by the recipient. 4.6 Insider Trading You are prohibited by law and Blue Apron policy from trading or enabling others to trade the Company’s stock or the stock of another company – such as a customer, supplier, competitor, potential acquisition, or alliance – while in possession of material non-public information (“Inside Information”) about the Company or such other company. Material information is any information that a reasonable investor might consider important in deciding whether to buy, sell, or hold securities. Information is considered non-public if it has not been adequately disclosed to the public. Information is not considered public until the first business day after it has been disclosed to the public. To use 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 not only unethical, it is illegal. You must exercise the utmost care when handling Inside Information. To help ensure that you do not engage in prohibited insider trading and avoid even the appearance of an improper transaction, we have adopted an Insider Trading Policy, which may be obtained by emailing governance@blueapron.com or, if you are an employee, you may visit our Intranet.

If you are uncertain about the constraints on your purchase or sale of any Blue Apron securities or the securities of any other company that you are familiar with by virtue of your relationship with Blue Apron, you should consult with the General Counsel’s office before making any such purchase or sale. SECTION 5 – MAINTAIN FINANCIAL ACCOUNTABILITY 5.1 Maintain Accurate Financial Records We are committed to maintaining accurate records and accounts in order to ensure legal and ethical business practices and to prevent fraudulent activities. Company records include booking information, payroll, timecards, travel, and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files, and all other records maintained in the ordinary course of business. All of the Company’s records must be complete, accurate, and reliable in all material respects. There is never a reason to make false or misleading entries. Undisclosed or unrecorded funds, payments, or receipts are inconsistent with the Company’s business practices and are prohibited.

You are responsible for handling any and all Blue Apron funds or anything of value responsibly, honestly, and in accordance with all applicable laws, accounting principles, and our Disclosure Policy. Investors count on us to use and provide accurate information so they can make good decisions. For this reason, you are responsible for maintaining the accuracy, integrity, and security of any information you record, process, or analyze. We strictly prohibit falsifying records, encouraging or preparing misleading or inaccurate reports, or interfering with an audit. Each person at Blue Apron - not just the finance team – will be held to these standards.

In accordance with our Disclosure Policy, you must provide full, fair, accurate, timely, and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission and in other public communications. The Disclosure Policy may be obtained by emailing governance@blueapron.com or, if you are an employee, you may visit our Intranet.

The following are examples of prohibited activities:

● Maintaining undisclosed or unrecorded funds or assets for any purpose. ● Making, or asking others to make, false, misleading, or artificial entries on an expense

report, time sheet or any other report. ● Giving false quality or safety results. ● Recording false sales or recording sales outside of the time period they actually occurred. ● Understating or overstating known liabilities and assets. ● Delaying the entry of items that should be current expenses. ● Hiding the true nature of any transaction. ● Providing inaccurate or misleading information for company benefit programs.

5.2 Internal Audit and Controls We have established and enforce internal controls to ensure the integrity, completeness, and accuracy of our financial records. It is your responsibility to cooperate fully with outside accountants and internal audit in connection with any audit or review of our financial statements. Some of you may participate to some extent in recording, processing, or analyzing financial or other information, or in the review and audit of these activities. These processes exist to assist in business decision-making and the evaluation of the Company’s performance by our Board of Directors and senior management. They are also necessary to ensure compliance with legal and other requirements pertaining to the retention of information and its disclosure to others, including to investors and regulators.

● Never make, or ask others to make, a false or misleading entry or report. This applies whether the report is financial or non-financial or for internal or external use.

● Always record business transactions and payments accurately and in accordance with the Company’s policies.

● Never use or transfer Company funds for any purpose that would be in violation of any law, regulation, or Company policy.

If you have a question or concern about questionable accounting or auditing matters or complaints regarding accounting, internal controls, or auditing matters you may contact the General Counsel or confidentially and anonymously submit such concerns or complaints by calling the Ethics Hotline at 1-844-TELL-BLUE, emailing the Ethics Email at TELLBLUE@GETINTOUCH.COM or using the Ethics Website at www.intouchwebsite.com/ TELLBLUE. All such concerns and complaints will be forwarded to the Audit Committee of the Board of Directors, unless they are determined to be without merit by our General Counsel and Chief Financial Officer. In any event, a record of all complaints and concerns received will be provided to the Audit Committee each fiscal quarter. The Audit Committee will evaluate the merits of any concerns or complaints received by it and authorize such follow-up actions, if any, as it deems necessary or appropriate to address the substance of the concern or complaint. We will not discipline, discriminate against or retaliate and will not tolerate any discipline, discrimination against or retaliation against any individual who reports a complaint or concern, unless it is determined that the report was made with knowledge that it was false. 5.3 Political Contributions You may support the political process through personal contributions or by volunteering personal

time to the candidates or organizations of your choice. These activities, however, must not be conducted on Blue Apron’s time or involve the use of any Company property or resources such as telephones, computers or supplies. You may not make or commit to political contributions on behalf of Blue Apron.

5.4 Manage Records Properly

Blue Apron’s records are its corporate memory, providing evidence of actions and decisions and containing data and information critical to the continuity of our business. Records consist of all forms of information created or received by the Company, whether originals or copies, regardless of media. All records are the property of Blue Apron and should be retained in accordance with our records retention policies and procedures. You are responsible for properly labeling and carefully handling confidential, sensitive, and proprietary information and securing it when not in use. This means that it should be locked in a secure location and not stored on your desk. Do not destroy official Company documents or records before the retention time expires. If you have specific questions about the retention of your documents or Blue Apron’s records retention policies and procedures, please email governance@blueapron.com.

5.5 Entering into a Contract

Before you enter into any business transaction on behalf of Blue Apron, you should make sure there is documentation of the relationship that has been approved by the Legal team. It is important that we know what terms Blue Apron is agreeing to before you execute a contract. You may not sign any contract on behalf of Blue Apron unless: (1) you are authorized to sign (if you are unsure if you are able to sign please ask your supervisor or reach out to the Legal team); (2) the agreement has been reviewed and approved by a member of the Legal team; and (3) based on your review of the services, the terms, and fees, you believe it is in the best interests of the Company.

SECTION 6 - CONFLICTS OF INTEREST

You must refrain from engaging in any activity or having a personal interest that presents a “conflict of interest” and should seek to avoid even the appearance of a conflict of interest. A conflict of interest occurs when your personal interest interferes with the business interests of Blue Apron. A conflict of interest can arise whenever you take action or have an interest that prevents you from performing your Company duties and responsibilities honestly, objectively and effectively.

Employees, Interns and Officers. Employees, interns and officers must not:

● perform services as a consultant, employee, officer, director, advisor or in any other capacity, or permit any close relative to perform services as an officer or director, for a customer, supplier or competitor of Blue Apron, other than at the request of Blue Apron;

● have, or permit any close relative to have, a financial interest in a supplier or customer of the Company, other than an investment representing less than one percent (1%) of the outstanding shares of a publicly-held company or less than five percent (5%) of the outstanding shares of a privately-held company;

● have, or permit any close relative to have, a financial interest in a competitor of the Company, other than an investment representing less than one percent (1%) of the outstanding shares of a publicly-held company;

● supervise, review or influence the job evaluation or compensation of a member of his or her immediate family; or

● engage in any other activity or have any other interest that the Board of Directors of the Company determines to constitute a conflict of interest.

Directors. Members of the Company’s Board of Directors must not:

● perform services as a consultant, employee, officer, director, advisor or in any other capacity, or permit any close relative to perform services as an officer or director, for a competitor of the Company;

● have, or permit any close relative to have, a financial interest in a competitor of the Company, other than an investment representing less than one percent (1%) of the outstanding shares of a publicly-held company;

● use his or her position with the Company to influence any decision of the Company relating to a contract or transaction with a supplier or customer of the Company if the director or a close relative of the director:

● performs services as a consultant, employee, officer, director, advisor or in any other capacity for such supplier or customer;

● has a financial interest in such supplier or customer, other than an investment representing less than one percent (1%) of the outstanding shares of a publicly-held company;

● supervises, reviews or influences the job evaluation or compensation of a member of his or her immediate family; or

● engages in any other activity or have any other interest that the Board of Directors of the Company determines to constitute a conflict of interest.

A “close relative” means a spouse, dependent child, or any other person living in the same home with you. “Immediate family” means a close relative and a parent, sibling, child, mother- or father-in-law, son- or daughter-in-law or brother- or sister-in-law. It is your responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest to the General Counsel or, if you are an executive officer or director, to the Board of Directors, who shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest. Director/board memberships, officer, and trustee positions

Serving on the Board of Directors or an advisory committee of for-profit and non-profit organizations may present many opportunities for conflicts of interest. Before agreeing to become a member of the Board of Directors or an advisory committee of any for-profit organization, you should contact the General Counsel’s office to determine the relationship, if any, existing between Blue Apron and the for-profit organization. To make sure activities relating to non-profit or community organizations do not create a conflict of interest or other problem, you should notify your supervisor of your prospective membership before you agree to the board service. You may not serve on the Board of Directors of a company or organization that raises the potential for a significant conflict of interest (e.g., certain competitive, supplier, or customer relationships). If approved for serving on the Board of Directors of an outside company or organization, you may not conduct outside business during working hours or use Company assets or information in any work for another business. Outside employment and activities

A conflict of interest also may arise if outside employment activities impair timely and effective performance for the Company. You must advance the Company’s legitimate interests when the opportunity to do so arises. You must not take for yourself personal opportunities that are discovered through your position with Blue Apron or the use of property or information of the Company. You should not take employment or provide consulting services for any business entity that is a supplier or competitor of Blue Apron. You should ensure that any outside activity is strictly separated from your employment. You should not use any Company resources or personnel for activities not relating to the business of the Company. While you are not prohibited from engaging in outside employment or business ventures, examples of prohibited outside work, include but are not limited to:

● employment that conflicts with your work schedule, duties and responsibilities or creates an actual conflict of interest;

● employment that impairs or has a detrimental effect on your work performance with the Company;

● employment with a company that provides good or services to the Company; ● employment that requires you to conduct work or related activities during Company

work time; and ● employment with a competitor company in the same or substantially similar role

concurrent with your employment by the Company.

If you believe your outside employment may create or appear to create a conflict of interest or otherwise violate Company policy, you should notify your supervisor or Human Resources representative before starting or continuing such outside employment.

SECTION 7 – AMENDMENTS AND ACKNOWLEDGEMENTS

7.1 Waivers and Modifications

We will only waive application of the Code where circumstances warrant granting a waiver based on the best interests of Blue Apron and as permitted by applicable law. Any waiver pertaining to an individual who is not a director or executive officer must be approved in advance by the Company’s CEO and General Counsel. Waivers of the Code for directors and executive officers of the Company may be made only by those members of the Board of Directors not involved in the possible waiver and must be promptly disclosed to the extent required by law or stock exchange regulation. The General Counsel’s office is responsible for maintaining a record of all requests for waivers of any of these policies and the disposition of such requests.

7.2 Dissemination, Amendment and Acknowledgement We will make the Code available to you at the commencement of your employment or other applicable relationship with Blue Apron. The Code will also be made available to you annually and you will be required to certify that you have received, read, and understood the Code and will comply with its terms. We reserve the right to amend, alter, or terminate the Code at any time for any reason. The most current version of the Code can be obtained by emailing governance@blueapron.com or visiting our website. This document is not an employment contract and in no way alters the at-will relationship that Blue Apron has with its employees.

SECTION 8 – EXTERNAL COMMUNICATIONS AND ENVIRONMENTAL STEWARDSHIP

8.1 External Communications To make sure that all external communications accurately and consistently reflect our image and brand, all inquiries for information or statements on behalf of Blue Apron from the news media, investors, analysts, and any other external parties should be directed to the Company’s

Communications team. The Code in no way prohibits employee communications that are protected or required under applicable state or federal laws, including but not limited to any activity that is protected under Section 7 of the National Labor Relations Act, which includes the right of employees to speak with others about their wages, labor disputes, and other terms and conditions of employment.

8.2 Environmental Stewardship We are committed to conducting business in an environmentally responsible manner and we

expect you to use energy wisely and efficiently and to employ technology whenever possible to minimize any risk of environmental impact. If your work affects environmental compliance, you must be completely familiar with the permits, laws, and regulations that apply to your work. You are responsible for making sure that business is conducted in compliance with all applicable laws and in a way that is protective of the environment.

FREQUENTLY ASKED QUESTIONS

Question: Suppose my boss asks me to do something that I think is wrong. What should I do?

Answer: The Company relies on you to use your best ethical judgment. Therefore, do not do anything that you believe may be wrong. A first course of action may be to express your concerns directly to your manager. If you feel your manager has not adequately addressed your concerns or if you are uncomfortable raising the issue with him/her, you can contact your local Human Resources representative, the General Counsel’s office, or use the confidential and anonymous Ethics Hotline or Ethics Email. The important thing to remember is to not take any action that you know or believe to be against the Code.

Question: The different laws are so complicated and cover so many different areas, how can I be sure that I won’t violate some little technicality? How am I supposed to understand it all?

Answer: Don’t abandon your own judgment. If something seems intuitively wrong to you, ask before acting. You also have an obligation to understand the finer points of the rules governing your job. Do not hesitate to contact the General Counsel’s office if you need clarification of the laws or of the Company’s standards and policies.

Question: What happens if I am faced with a situation where acting ethically conflicts with making a profit for the Company?

Answer: You must always engage in legal and ethical conduct no matter the circumstances. The Company’s long-term profitability depends on our reputation. If you feel that there is a conflict between what is “right” and what is profitable, you should contact your supervisor, the General Counsel’s office, or any of the other resources detailed in the Code for guidance.