Conflict of Interest Policy

I. Purpose

The purpose of this policy is to establish clear guidelines for identifying, disclosing, and managing conflicts of interest at Ondaro LLC and its affiliates (e.g., Ondaro do Brasil Consultoria Ltda., Ondaro Canada Consulting ULC, Cask Digital Services de Mexico, S. de R.L. de C.V. Mexico, among others), which hereinafter shall be collectively referred to in this policy as "Ondaro". This policy also addresses conflicts of interest that may arise in connection with Ondaro's role and responsibilities as a Government Contractor and seeks to promote integrity, transparency, and compliance with applicable laws and regulations.

II. Policy Statement

Ondaro is committed to the highest standards of integrity, transparency, and accountability in all its operations. The company expects all business activities and decisions to be conducted in a manner that avoids conflicts of interest and protects the best interest of Ondaro and its clients, including public sector and government agencies. Conflicts of Interest, whether actual, potential, or perceived, undermine trust, damage Ondaro's reputation, and are inconsistent with the company's ethical standards and compliance commitments.

III. Scope

This policy applies to all employees (including individuals engaged directly or through any employer of record), contractors, subcontractors, and third-party service providers of Ondaro. It applies to all business activities, decisions, relationships, and interactions that may give rise to actual, potential, or perceived conflicts of interest, including those involving clients, suppliers, government officials, and other external parties.

IV. Definitions

• Conflict of Interest: Any actual, potential, or perceived situation in which an individual's personal, financial, or other external interests or relationships interfere, or appear to interfere, with their ability to act objectively or in the best interests of Ondaro. A conflict of interest may take different forms, including the following:
  • Actual: A situation in which a personal, financial, or other external interest currently influences, or compromises, an individual's ability to make objective decisions or act in the best interest of Ondaro. In practical terms, this exists when you are being influenced by an outside activity or interest, whether or not others are aware of it.
  • Potential: A situation in which a personal, financial, or other external interest could reasonably influence, or compromise, an individual's ability to make objective decisions or act in the best interest of Ondaro in the future. In practical terms, this exists when you could be influenced by an outside activity or interest, even if it has not yet occurred.
  • Perceived: A situation in which a reasonable third party could believe that an individual's personal, financial, or other external interest may influence their decisions or actions, even if no actual conflict exists. In practical terms, this exists when others could reasonably believe you are being influenced by an outside activity or interest, even if you are not.
• Government Contractor: A private entity that enters into contractual agreements with federal, state, or local government agencies to provide goods or services, or perform specific functions.
• Disclosure: The act of formally notifying the company, in accordance with this policy, of an actual, potential, or perceived conflict of interest so that it may be evaluated and appropriately managed or mitigated.
• Personal Interest: Any personal, professional, familial, or other external interest, relationship, or activity that influences or has the potential to influence an individual's ability to make objective decisions or act in the best interest of Ondaro, whether held directly by the individual or indirectly through a Related Party. Personal Interests may include, without limitation:
  • Outside employment, consulting or business activities;
  • Family or close personal relationships;
  • Personal political, charitable, or civic activities, where relevant to Ondaro's business.
• Financial Interest: Any direct or indirect financial or economic interest that influences or has the potential to influence an individual's ability to make objective decisions or act in the best interest of Ondaro, including financial interests held by the individual or by a Related Party. Financial Interest may include, without limitation:
  • Ownership interest, equity or stock holding;
  • Dividend or profit-sharing arrangements;
  • Bonuses, guarantees, or similar benefits;
  • Compensation, consulting fees, or honoraria.
• Related Party: Any individual or entity whom an individual subject to this policy has a personal, familial, financial, or business relationship, and through whom a Personal Interest or Financial Interest may arise in connection with Ondaro business. In practical terms, Related Party includes family members, close personal relationships, business partners, or organizations in which the individual, or a family member, has a financial, ownership, or management interest, regardless of whether the individual receives a direct personal or financial benefit.
• Government Official: Any officer, employee, or agent of a federal, state, local, or foreign government, or of any public international organization, including any person acting in an official capacity on behalf of such entity. For purposes of this policy, the term Government Official includes, without limitation, elected or appointed officials, civil servants, military personnel, judicial officers, and employees of state-owned or state-controlled enterprises, at any level of government, whether in the United States, Brazil, Mexico, Canada, Colombia, or any other jurisdiction in which Ondaro operates.
• Confidential Information: Any non-public information, in any form or medium, that is owned, controlled, or possessed by Ondaro, or entrusted to Ondaro by a third party, that is treated as confidential or proprietary, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: trade secrets; business strategies and plans; financial data; client and customer information; government contract details; personnel records; pricing information; technical data; and any other information designated as confidential by Ondaro. Confidential Information does not include information that is or becomes generally available to the public through no fault of the individual, or that the individual is required to disclose by applicable law or court order, provided that Ondaro is notified promptly and given the opportunity to seek a protective order.

V. Responsibilities

A. Senior Management

• Ensure the effective implementation and consistent enforcement of this policy across all levels of the company.
• Provide leadership and promote a culture of transparency, integrity, and ethical decision-making throughout the company.
• Ensure that employees are made aware of, and understand, the importance of identifying, disclosing, and appropriately managing any Actual, Potential or Perceived Conflicts of Interest, in accordance with this policy.

B. Ethics and Compliance Officer

• Monitor compliance with this policy across the company.
• Conduct regular reviews and audits to ensure adherence to the policy and to identify opportunities for improvement.
• Serve as the primary point of contact for reporting Conflict of Interest.
• Maintain appropriate records and tracking of all disclosures, reviews, and determinations.
• Review and authorize any exceptions to this policy, ensuring that such exceptions are properly justified, approved, and documented.

C. Department Heads

• Implement conflict of interest management practices within their respective departments, consistent with this policy and any related company guidelines.
• Ensure that employees within their departments are made aware of this policy and comply with its requirements in the performance of their duties.

D. Employees

• Report any suspected unethical behavior, violations of company policies, or illegal activities through the Reporting Channels.
• Avoid activities, interests, and relationships that could give rise to an Actual, Potential, or Perceived Conflict of Interest.
• Follow the applicable reporting process and promptly disclose any Actual, Potential, or Perceived Conflict of Interest in accordance with this policy.

VI. Conflict of Interest Disclosure

A. Initial Disclosure

• All employees, contractors, and third-party service providers are required to complete a Conflict of Interest Initial Disclosure Form ("COI") upon joining the company, which will be provided to them during the onboarding process.

B. Ongoing Disclosure

• Employees must promptly disclose any Actual, Potential, or Perceived Conflict of Interest as soon as it arises or becomes known, regardless of whether the employee believes the conflict can be adequately managed.
• Such disclosures must be submitted through the Reporting Channels.

C. Specific Disclosure for Government Contracts

• Employees involved in government contracts must disclose, in advance and in accordance with this policy, any relationship with government officials, contractors, or subcontractors that may give rise to an Actual, Potential, or Perceived Conflict of Interest. If the individual becomes involved after the relevant contractual or business relationship has been established, the disclosure must be made promptly to the Ethics and Compliance Officer.
• Such disclosures must include any Personal Interest, Financial Interest, familial relationships, or other connections that give rise to, or may give rise to, an Actual, Potential, or Perceived Conflict of Interest in connection with government-related work. In case of uncertainty, employees are expected to disclose the relevant relationship or interest and seek guidance from the Ethics and Compliance Officer.

D. General Disclosure Principles

• Individuals must update any previously submitted Conflict of Interest disclosures if relevant circumstances change or if new information becomes available that may give rise to an Actual, Potential, or Perceived Conflict of Interest.
• Disclosure of a Conflict of Interest does not, by itself, constitute approval to proceed with the relevant activity, transaction, or relationship. Any identified Conflict of Interest remains subject to review and determination by the Ethics and Compliance Officer in accordance with this policy.

VII. Managing Conflicts of Interest

A. Review and Assessment

• The Ethics and Compliance Officer will review all Conflict of Interest disclosures submitted under this policy and assess whether an Actual, Potential, or Perceived Conflict of Interest exists, as well as the potential impact on the company's business, operations, and integrity.
• Where a Conflict of Interest is identified, the Ethics and Compliance Officer will recommend appropriate measures to manage, mitigate, or eliminate the Conflict of Interest, as determined appropriate by the company.
• Once a Conflict of Interest is disclosed, the Ethics and Compliance Officer will review the situation. Any measures deemed appropriate by the Ethics and Compliance Officer will be communicated in writing to any relevant third parties. Until such written notification is received from the Ethics and Compliance Officer on how to handle the Conflict of Interest, no actions may proceed.

B. Mitigation Measures

• Mitigation measures may include, as applicable, reassignment of duties, recusal from certain decision-making processes, modification of responsibilities, or divestiture of conflicting interests, subject to the nature and severity of the Conflict of Interest.
• Individuals subject to mitigation measures are required to comply with such measures as determined and communicated by the Ethics and Compliance Officer.
• Ondaro may implement other reasonable measures, as appropriate, to effectively manage, mitigate, or eliminate a Conflict of Interest based on the specific facts and circumstances of each case.

C. Documentation and Recordkeeping

• All Conflict of Interest disclosures, assessments, and mitigation measures must be appropriately documented and retained in accordance with Ondaro's Data Retention Policy.
• Such documentation must be maintained in a manner that allows for review by authorized internal personnel and, where required, internal or external auditors.

VIII. Prohibited Activities

A. Gifts and Hospitality

• Employees must not offer, give, solicit, or accept gifts, hospitality, or other benefits from government officials, contractors, or subcontractors where such gifts or benefits give rise to, or may give rise to, an Actual, Potential, or Perceived Conflict of Interest, or could influence, or appear to influence, their judgment or actions.
• Any offer or receipt of gifts or hospitality related to Ondaro business must be promptly reported to the Ethics and Compliance Officer and in compliance with the company's Gift and Gratuities policy.
• The Ethics and Compliance Officer will evaluate the reported gift or hospitality and determine whether it must be declined or whether appropriate mitigation measures are required.

B. Outside Employment and Business Activities

• Employees must not engage in outside employment, consulting, or business activities that conflict, or may conflict, with their duties, responsibilities, or loyalty to Ondaro.
• Any outside employment or business activity that may give rise to an Actual, Potential, or Perceived Conflict of Interest must be disclosed to the Ethics and Compliance Officer for review in accordance with this policy.

C. Personal and Family Relationships

• Employees must not participate in, influence, approve, negotiate, or otherwise be involved in any Ondaro decision, transaction, or business activity where a family member, close personal relationship, or other Related Party is involved, and such involvement gives rise to, or may give rise to, an Actual, Potential, or Perceived Conflict of Interest.
• Employees must not directly or indirectly supervise, manage, evaluate, discipline, determine compensation for, or otherwise exercise decision-making authority over a family member, close personal relationship, or other Related Party, unless the relationship is promptly disclosed and approved with appropriate mitigation measures.
• Employees must not use personal or family relationships to obtain (or attempt to obtain) preferential treatment, confidential information, business opportunities, favorable terms, or any other benefit from or for government officials, contractors, subcontractors, vendors, customers, or other business partners of Ondaro.
• Employees must not participate in the selection, oversight, evaluation, award, renewal, or payment processes involving any contractor, subcontractor, vendor, consultant, or other third party where a family member, close personal relationship, or Related Party has an ownership interest, employment relationship, or other connection that creates, or may create, an Actual, Potential, or Perceived Conflict of Interest, unless disclosed and subject to mitigation measures.
• Any personal, romantic, familial, household, or close personal relationship that may create, or appear to create, an Actual, Potential, or Perceived Conflict of Interest in connection with Ondaro business, particularly where Ondaro is engaged in government-related work, must be promptly disclosed to the Ethics and Compliance Officer for review in accordance with this policy.

D. Financial Interests

• Employees must not hold Financial Interests in competitors, contractors, subcontractors, or other business partners of Ondaro where such interests give rise to, or may give rise to, an Actual, Potential, or Perceived Conflict of Interest.
• Any Financial Interest relevant to Ondaro business must be disclosed and reviewed in accordance with this policy, particularly where Ondaro is engaged in government-related work.

E. Use of Company Resources and Position for Personal Gain

• Employees must not use Ondaro resources — including work time, funds, facilities, equipment, vehicles, tools, materials, systems, networks, data, or personnel — for personal gain or for the benefit of any Related Party or any outside business interest.
• Employees must not use their position, title, authority, or access to Ondaro information, contacts, or assets to obtain personal advantages, discounts, preferential treatment, employment opportunities, or any other benefit for themselves or others.
• Employees must not direct, request, or pressure other employees, contractors, or subcontractors to perform personal tasks or provide personal services during work time or using Ondaro resources.
• Any suspected misuse of Ondaro resources or position for personal gain must be promptly reported to the Ethics and Compliance Officer and handled in accordance with this policy and applicable Ondaro procedures.

F. Board Memberships and Fiduciary Roles

• Employees must not serve on boards of directors, advisory boards, or in other fiduciary roles (including as an officer, trustee, or similar position) for organizations that are in direct competition with Ondaro, do business with Ondaro, or are otherwise connected to Ondaro's government contracts, without prior disclosure and review by the Ethics and Compliance Officer.
• Any such roles must be disclosed and may be subject to restrictions or mitigation measures as determined by Ondaro.

G. Charitable and Philanthropic Activities

• Employees must ensure that charitable or philanthropic activities do not create, or appear to create, an Actual, Potential, or Perceived Conflict of Interest in connection with Ondaro business.
• Employees must not use Ondaro work time, resources, facilities, or assets to conduct or support personal charitable or philanthropic activities, unless expressly authorized by Ondaro.
• Employees must not solicit or request charitable donations or contributions from customers, vendors, government officials, contractors, subcontractors, or other business partners of Ondaro.
• Any charitable contributions, sponsorship, or fundraising activities involving government officials, contractors, subcontractors, or entities connected to Ondaro business must be disclosed to the Ethics and Compliance Officer.
• Employees must ensure that all charitable and philanthropic activities are conducted in compliance with this policy and any other applicable Ondaro policies.

H. Political Activities

• Ondaro respects employees' rights to engage in lawful political activities in their personal capacity. However, such activities must not create, or appear to create, an Actual, Potential, or Perceived Conflict of Interest with Ondaro business.
• Employees must not make political contributions, donations, or provide any other form of political support on behalf of Ondaro, or in Ondaro's name, without prior authorization.
• Employees must not use Ondaro resources, including work time, funds, facilities, systems, or assets, to support or further any personal political causes, campaigns, or candidates.
• Political activities must not compromise Ondaro's neutrality, independence, or compliance obligations, particularly in connection with government contracts or relationships with public sector entities.

I. Business Opportunities (Corporate Opportunities)

• Employees must not take for themselves, divert, or otherwise appropriate any business opportunity that is discovered, developed, or made available through their role at Ondaro, or through the use of Ondaro time, resources, information, relationships, or position, where such opportunity could reasonably be considered an opportunity of Ondaro.
• Employees must not engage in any outside activity, private dealing, or competing arrangement that conflicts, or may conflict, with Ondaro's interests, including pursuing business opportunities that Ondaro is actively pursuing, has expressed interest in pursuing, or could reasonably be expected to pursue.
• Employees must not steer, redirect, or influence Ondaro business, bids, solicitations, scope of work, or contracting decisions in a manner that benefits the employee, a Related Party, or any outside business interest.
• Employees must promptly disclose to the Ethics and Compliance Officer any business opportunity that (i) is discovered through the employee's role, access, or relationships at Ondaro, or (ii) involves a contractor, subcontractor, vendor, customer, government official, or other business partner connected to Ondaro business, where the employee or a Related Party intends to pursue it, could benefit from it, or where the opportunity could reasonably be viewed as an Actual, Potential, or Perceived Conflict of Interest or a corporate opportunity of Ondaro.

J. Hiring, Supervision, and Employment Decisions (Nepotism)

• Employees must not participate in hiring, promotion, compensation decisions, performance evaluation, discipline, or termination decisions involving any Related Party, unless the relationship is disclosed and approved with appropriate mitigation measures.
• Employees must not attempt to influence Ondaro employment decisions to benefit themselves or a Related Party.
• Any relationship that could affect impartiality in employment-related decisions must be promptly disclosed to the Ethics and Compliance Officer for review in accordance with this policy.

K. Improper Influence, Preferential Treatment, and Recusal Failures

• Employees must not use their role to secure preferential treatment for themselves or others in dealings with Ondaro, government entities, or third parties, including preferential access to contracts, favorable terms, inside information, or expedited approvals.
• Employees must promptly recuse themselves from decisions, approvals, negotiations, evaluations, audits, oversight activities, or any other Ondaro business activity where an Actual, Potential, or Perceived Conflict of Interest exists or may arise.
• Employees must not interfere with, circumvent, or fail to comply with any mitigation measures, restrictions, or directives imposed under this policy by the Ethics and Compliance Officer.
• Any failure to disclose conflicts, failure to recuse when required, or failure to comply with mitigation measures is prohibited and may result in disciplinary action in accordance with applicable Ondaro policies.

L. Confidential Information

• Employees must not use Ondaro Confidential Information for personal benefit or for the benefit of any third party, including a Related Party, competitor, contractor, subcontractor, vendor, or other business partner.
• Employees must not disclose, share, transmit, or allow unauthorized access to Ondaro Confidential Information in any manner that could create, or appear to create, an Actual, Potential, or Perceived Conflict of Interest, particularly in connection with government-related work.
• Any actual or suspected misuse or improper disclosure of Ondaro Confidential Information that may relate to a Conflict of Interest must be promptly reported to the Ethics and Compliance Officer and handled in accordance with this policy and applicable Ondaro information security and confidentiality procedures.

IX. Reporting Channels

Ondaro has established secure and confidential Reporting Channels that allow anyone to report suspected non-compliance with this policy anonymously. Ondaro ensures that the Reporting Channels are easily accessible to all employees, contractors, and third-party service providers.

Anyone can report suspected non-compliance through the following channels:

• Web Intake Site: ondaro.ethicspoint.com
• Mobile Intake Site: ondaromobile.ethicspoint.com
• Hotline: 1-833-718-5740
• Email: ethics@ondarowave.com

Any non-compliance with this policy will be investigated promptly and appropriate corrective actions, including disciplinary measures as per Ondaro's Employee Handbook, will be taken against individuals found to be in non-compliance with this policy.

If the report involves the Ethics and Compliance Officer, any individual may escalate the concern directly to the CEO at jeff.gregory@ondarowave.com. An independent external investigator should be appointed by the CEO to ensure impartiality.

In the event that the Ethics and Compliance Officer identifies, or reasonably believes he may have, an Actual, Potential or Perceived Conflict of Interest in connection with any Ondaro business activity, the Ethics and Compliance Officer must promptly disclose such conflict to Senior Management and, where applicable, to the CEO. In such cases, the review, assessment, and determination of appropriate mitigation measures shall be conducted by Senior Management or an independent designee appointed by the CEO, rather than by the Ethics and Compliance Officer, to ensure impartiality and independence.

X. Effective Date

This policy is effective as of June 1st, 2026, and will remain in effect until amended or revoked by senior management.

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