Gifts And Gratuities Policy

I. Purpose

The purpose of this policy is to establish clear guidelines for the offering and acceptance of Gifts and Gratuities by employees and contractors, subcontractors, vendors, and suppliers (“Third-Parties”, referred individually as a “Third-Party”) of 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 aims to prevent conflicts of interest, ensure compliance with applicable laws and regulations, and promote the highest standards of integrity and transparency in all business interactions.

II. Policy Statement

Ondaro is committed to conducting its business with the highest level of integrity and ethical standards. To avoid any appearance of impropriety or conflict of interest, employees, contractors, and third-party service providers must not offer or accept gifts, gratuities, or other benefits that could influence, or appear to influence, their professional judgment or actions.

III. Scope

This policy applies to all employees (including individuals engaged directly or through any employer of record), contractors, and third-party service providers of Ondaro. It covers all interactions with clients, suppliers, government officials, and other external parties.

IV. Definitions

• Gift: Any item of value, including but not limited to money, goods, services, entertainment, hospitality, travel, favors, meals, discounts, or any other benefit.
• Gratuity: A tip, favor, or token of appreciation, often monetary, provided in recognition of a service.
• Government Official: Any officer, employee, or representative of any federal, state, or local government entity, including individuals acting on behalf of such entities or performing governmental functions under contract.
• Prime Contractor: The organization working directly with the government agency.
• Subcontractor: A contractor assisting the Prime Contractor with the government project.
• Lavish: Any gift, meal, entertainment, travel, or other benefit that is excessive, extravagant, or disproportionate when evaluated in light of the surrounding facts and circumstances.

V. Responsibilities

A. Senior Management

• Provide support and resources for the implementation of this policy.
• Lead by example and demonstrate a commitment to ethical behavior and compliance.
• Promote a culture of transparency and ensure that employees feel comfortable raising concerns related to Gifts and Gratuities.

B. Ethics and Compliance Officer

• Ensure the effective implementation and consistent enforcement of this policy across all levels of the organization.
• Review and authorize any exceptions to the policy, ensuring they are properly justified and documented.
• Conduct regular reviews and audits to ensure adherence to the policy and to identify opportunities for improvement.
• Oversee the investigations into any alleged or suspected act that constitute a violation to this policy.
• Support the establishment of channels for reporting complaints for all employees and make sure to be the channel for reporting when those complaints involve officers or directors.
• Align with Human Resources Department to recommend disciplinary or remedial actions as necessary.
• Conduct, if determined as necessary, internal audits or compliance reviews of Gifts, and expense-related activities, and request information or documentation from the Financial Team as necessary for such audits.

C. Financial Team

• Review and approve expenses, reimbursements, Gifts, Gratuities, events, and related transactions in accordance with this Policy and applicable internal controls.
• Identify situations that may constitute, or reasonably appear to constitute, an exception to this Policy, and promptly escalate such case to the Ethics and Compliance Officer for review and approval prior to processing or payment.
• Ensure that all approved expenses and transactions are properly documented, accurately recorded, and retained in accordance with recordkeeping requirements.
• Notify the Ethics and Compliance Officer of any unusual patterns, red flags, or potential compliance concerns identified during the review of expenses or financial transactions.
• Cooperate fully with the Ethics and Compliance Officer in connection with any internal audits, reviews, or investigations related to this Policy, including by providing access to relevant records, data and supporting documentation.

D. Department Heads

• Implement the Gifts and Gratuities policy within their respective departments.
• Promote awareness of this policy among the employees and ensure they comply with this policy in daily operations.
• Serve as a liaison to promptly escalate any reported concerns or observed misconduct to the Ethics and Compliance Officer.
• Monitor departmental activities to identify potential risks related to Gifts and Gratuities.
• Ensure that employees under their supervision complete all required compliance trainings related to this policy.

E. Employees

• Comply with this policy and all related procedures.
• Complete mandatory Gifts and Gratuities trainings.
• Report any violation to this policy through the Reporting Channels.
• Cooperate fully with investigations.
• Present before the Ethics and Compliance Officer, if applicable, the requests for an exception to this policy.

VI. General Rules for Gifts and Gratuities

A. Prohibited Gifts

• Employees, contractors, and third-party service providers must not offer or accept any gift, gratuities, or other benefits that could influence, or appear to influence, their professional judgment or actions.
• Prohibited gifts include, but are not limited to, cash or cash equivalents, expensive items, loans, favors, personal discounts, Lavish entertainment, or travel expenses.
• In determining whether a Gift is considered Lavish, employees, contractors, and third-party service providers must consider all relevant circumstances, including but not limited to:
  • The local cost of living and customary business practices;
  • The legitimate business purpose of the expenses;
  • The nature, value, and frequency of the Gift;
  • The position and influence of the recipient; and
  • How the expense would be perceived by a reasonable third party.
• Accepting or offering prohibited gifts may result in disciplinary action, up to and including termination of employment or contract, and may expose the individual and Ondaro to legal and reputational risks.

B. Permissible Gifts

• Employees may accept nominal gifts of minimal value (e.g., promotional items or modest refreshments, etc.) that are customary in business relationships and do not create a sense of obligation or influence professional judgement.
• Any permissible gift accepted must be reported through the designated internal reporting system.

C. Gifts to Private Sector Clients

• As a general rule, employees, contractors, and third-party service providers must not offer or receive gifts, gratuities, or anything of value from or to private sector clients or their representatives.
• Limited exceptions may be considered only when there is a legitimate business justification and when the gift is lawful, reasonable, and consistent with ethical business practices.
• Any exception must be reviewed and approved in advance by the Ethics and Compliance Officer.
• Approval will be granted only after consideration of applicable laws, client policies, contractual obligations, and potential reputational risk to Ondaro.
• Any exception must be requested to the Ethics and Compliance Officer at ethics@ondarowave.com prior to accepting or offering.
• All requests for an exception must include: (i) name of the person that will be offering or accepting the gift, (ii) description of the gift, (iii) date of estimated delivery or acceptance, and (iv) the intended purpose of the gift.

VII. Gifts and Gratuities to Government Officials

A. Strict Prohibition

• Employees, contractors, and third-party service providers must not offer or accept gifts, gratuities, hospitality, or any item of value to or from Government Officials.
• This prohibition applies regardless of value, circumstances, intent, or local customs.
• Do not offer or provide anything to influence an official act, secure a business advantage, or during contract negotiations, licensing processes, audits, or tenders.

B. Compliance with Laws

• All interactions with Government Officials must comply with applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA), and comparable regulations.
• In case of doubts on the applicability of this restriction, employees must seek guidance from the Ethics and Compliance Officer.

VIII. Reporting, Approvals, Documentation and Sanctions

• Employees must promptly report any offer of a gift, gratuity, or other benefit that exceeds the nominal value threshold to their supervisor or the Ethics and Compliance Officer.
• The Ethics and Compliance Officer will evaluate and determine whether the gift may be accepted, declined, or returned, in accordance with this policy.
• Any approved exception must be fully documented, including the nature, value, recipient, and business purpose, and retained according to this policy.
• Failure to comply with this Policy may result in disciplinary action, up to and including termination, and may expose the individual and Ondaro to legal and reputational risk.

IX. Reporting Channels

Ondaro has established a secure and confidential Reporting Channels that allows all employees, contractors, and third-party service providers to report any violation of this policy anonymously and has ensured that the Reporting Channels are easily accessible.

Reports can be made 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

While Ondaro encourages the use of internal reporting channels, all employees, contractors, and third-party service providers have the right to report concerns directly to external regulatory or enforcement authorities, as permitted by law. Ondaro strictly prohibits retaliation against any individual who chooses to report externally in good faith.

X. Guidelines for Travel Expenses and Business Meals

Please refer to Exhibit A below for guidelines regarding business meals.

XI. Training and Awareness

Ondaro will conduct regular training and awareness initiatives of this policy per the Training and Awareness Policy.

Effective Date

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

Version

Exhibit A – Guidelines for Travel Expenses and Business Meals

Ondaro employees must follow these guidelines when attending meals with contractors, subcontractors, vendors, suppliers, and any other third-party, ensuring compliance with the Foreign Corrupt Practices Act (FCPA), U.S. Antitrust and Competition Laws, and Department of Justice (DOJ) standards.

1. Travel and Expenses

General Rules

• Follow both Ondaro and client travel policies.
• All travel must be pre-approved, especially for client work.
• Use Concur and Amex GBT for booking airfare, hotels, and rental cars.

Expense Reporting

• Submit expenses within 30 days with receipts.
• Include itemized receipts for meals and alcohol and make sure all participant names are included.
• Clearly state business purpose and attendees when uploading the report in Concur.

Transportation

• Coach class only (unless > 12 hours, then business class with approval).
• Use intermediate or smaller rental cars.
• Personal car: reimbursed at IRS rate.
• Avoid valet unless there are no alternatives.

Meals – Alcohol – Lodging – Events

• Per Diem: $100/day or $150/day in high-cost cities.
• Limit: 2 alcohol drinks per person.
• Keep meals modest and business relevant.
• Hotel guideline: $300/night. Luxury hotels require justification.
• Team events: $100/person, 2x per year with VP approval.
• Gifts to customers: CEO pre-approval required.
• Gifts to employees: HR pre-approval required.

2. Permitted Activities

Reasonable & Bona Fide Business Meals

• Meals must be modest, infrequent, and tied to legitimate business purposes (e.g. project discussions, roadmap reviews).
• It should be customary and transparent – ideally pre-approved through an internal system (like your business courtesy form).

Shared Participation

• Must be attended by both Ondaro and third-party employees with relevant roles (not gifted as a perk or benefit).
• No meals should be given as perks or rewards.
• Business topics should be appropriate and not involve pricing or strategic exclusions.

Split or Alternating Responsibility

• When feasible, each company should cover the expenses of its own employees, or take turns hosting in a responsible manner, to avoid any perception of undue influence.

3. Prohibited Activities

Excessive, Lavish or Frequent Dining

• Avoid high-end meals, expensive alcohol, or any meal that could be perceived as extravagant or intended to curry favor.

Confidentiality Violations

• Do not ask for or use confidential or internal information, such as competitive strategy, pricing updates, or roadmap data not shared through official channels.

Attempt to Influence or Gain Competitive Advantage

• Never discuss deal structures, margins, pricing strategy, or how to coordinate go-to-market efforts in a way that excludes competitors.

Exchange Anything of Value to Secure Favor

• Under the FCPA, offering “anything of value” (e.g. meals, tickets, gifts) with the intent to obtain or retain business is prohibited – even if the recipient is not a government official.

Discuss Market Allocation or Exclusive Partnerships

• Don’t discuss dividing customer accounts, territories, or who will lead vs. follow in competitive bids. This could violate antitrust law.

4. Best Practices

• Document the purpose of any meal involving business partners.
• Use the Business Courtesy Report Form to log any meals valued over your threshold ($150 for the total bill, including Ondaro employee meal). Make sure when you report the expenses through Concur to add the attendees and the reason for the meal/invitation.
• Always maintain professional and appropriate conversation.
• Limit alcohol consumption and always ensure conversations stay professional and business relevant.
• If you’re unsure, ask: “Would I be comfortable if this was published in the news (publicly disclosed) or reviewed by compliance?”
• When in doubt consult the Ethics and Compliance Officer for clarification.