Supplier Code of Conduct

Rondo Energy, Inc. and its affiliates (“Rondo”) is committed to decarbonizing commercial and industrial heat and steam through deployment of the Rondo Heat Battery technology. Our work with Suppliers is critical to this mission. The Rondo Supplier Code of Conduct (the “Code of Conduct”) defines the basic requirements and expectations applicable to all suppliers, contractors, consultants, and third-party intermediaries (“Suppliers”) to Rondo. This Code of Conduct is incorporated into our contracts with suppliers and our suppliers are responsible for ensuring the compliance of any subcontractors with this Code of Conduct.

COMPLY WITH THIS CODE AND APPLICABLE LAWS
Suppliers must comply fully with all applicable laws and the standards established in this Code of Conduct.

COMPLY WITH OUR CONTRACT
Suppliers must comply with their written contracts with Rondo. This Code of Conduct complements the contract, it does not to replace it. Nothing in this Code of Conduct supersedes any more specific provision in a particular contract, and to the extent there is any inconsistency between this Code of Conduct and other provisions of a contract or purchase order, the other provision will control.

RESPECT HUMAN RIGHTS
Suppliers shall comply with all applicable child labor, forced labor (anti-slavery), human trafficking (e.g. the UK Modern Slavery Act), and working conditions laws (including working hours and wages) and only employ workers who meet the applicable minimum legal age requirement in the country of employment. Suppliers shall respect all land and property rights of the people with whom they interact and the communities in which they operate. Unless prohibited by local law, Suppliers shall grant their employees freedom of association, collective bargaining, and appropriate employee protections. Suppliers shall engage the communities in which they operate to achieve these goals.

PROVIDE A SAFE WORKING ENVIRONMENT
Suppliers are expected to provide workers with a safe and healthy workplace free of harassment, discrimination, violence, bullying, and retaliation and to engage positively with the local community. Suppliers shall be responsible for the health and safety (“H&S”) of employees. Suppliers shall adopt written H&S plans and standards and shall provide training to ensure their employees are educated in H&S issues. Supplier shall comply with applicable environmental, health, and safety (“EHS”) laws and regulations, and Rondo’s contractor EHS requirements.

CREATE A SUSTAINABLE BUSINESS
Suppliers shall act in accordance with all contractual requirements, applicable laws, and relevant international standards regarding environmental protection.

Suppliers shall maintain work practices and environments that support sustainability and human development. Suppliers shall provide solutions that support a sustainable social, economic, and environmental future.

AVOID CONFLICT MINERALS
Suppliers shall take reasonable efforts to avoid in their products the use of raw materials which directly or indirectly finance armed groups who violate human rights. U.S. and EU laws, directives, and regulations including SEC disclosure requirements and the EU Conflict Minerals Regulation including the concept of Conflict-Affected and High-Risk Areas (CAHRAs) establish useful guidance for this requirement for covered products and countries that can change.

PROTECT PRIVACY
Suppliers shall respect the privacy rights and data of Rondo employees, customers, and other Suppliers. Suppliers shall comply with all applicable laws (e.g., EU General Data Protection Regulation, California Consumer Privacy Act, Canadian Personal Information Protection and Electronic Documents ACT (PIPDEA), Personal Information Protection Act of Korea) on the collection, storage processing, and dispositions of personal data.

COMPETE FAIRLY
Suppliers shall comply with all laws related to anti-trust, fair dealing, and competition, including laws prohibiting price-fixing, restraint of trade, predatory pricing, trade secret theft, fraud, market allocation, and kickbacks.

Suppliers shall not share or exchange any price, cost, or other competitive information or engage in any collusive conduct with any third party with respect to any proposed, pending, or current Rondo bid or procurement.

MAINTAIN ACCURATE BOOKS AND BUSINESS RECORDS
Suppliers shall maintain accurate financial records of all business transactions and information. All reports and requests for payment to Rondo must be complete and may not exclude, hide, or disguise any pertinent information.

Suppliers shall ensure that all invoices and any customs or similar documentation submitted to Rondo or governmental authorities in connection with transactions involving Rondo accurately describe the goods and services provided or delivered and the price of the goods and services. Suppliers shall not participate in any actions that may be viewed as tax evasion or the facilitation of tax evasion. Suppliers should not delay sending an invoice or otherwise enable the shifting of an expense to a different accounting period.

AVOID CONFLICTS OF INTEREST
Suppliers shall avoid conflicts of interest in their work for Rondo. Suppliers may not negotiate or deal directly with any Rondo employee that has a financial interest in the Supplier or whose relative, friend, romantic partner, or household member holds a financial interest in the Supplier.

AVOID EXTRAVAGANT GIFTS AND ENTERTAINMENT
Suppliers must use good judgement, discretion, and moderation when offering gifts or entertainment to Rondo employees or third parties they work with on Rondo’s behalf. Any gifts or entertainment that create a conflict of interest or appear to influence business judgement must be avoided. In all cases, gifts and entertainment must be modest in value and infrequent.

AVOID CORRUPTION AND BRIBERY
Suppliers shall comply with all applicable anticorruption laws, including the U.S. Foreign Corrupt Practices Act, the OECD Convention Against Bribery, the UK Bribery Act, and any other applicable local anticorruption laws. Suppliers may not directly or indirectly offer, promise, or authorize the giving of anything of value to any government official, employee of a government-controlled company, or political party, to obtain any improper benefit or advantage or for an improper reason. Rondo does not permit facilitation payments, regardless of local custom or practice.

Suppliers must keep a written account of all payments (including any gifts, meals, entertainment, or anything else of value) made on behalf of Rondo or out of funds provided by or reimbursed by Rondo.

FOLLOW TRADE CONTROLS
Suppliers shall comply with all applicable trade control laws and regulations in the import, export, re-export, or transfer of goods, services, software, technology, or technical data including any restrictions on access or use by unauthorized persons or entities.

NO INSIDER TRADING
Suppliers shall not allow its employees to trade in securities based on Rondo confidential or material non-public information or commit any other violations of applicable securities laws.

ANTI-MONEY LAUNDERING AND TERRORIST FINANCING
Supplier will comply with all applicable anti-money laundering, trade sanctions, and terrorism financing laws and regulations.

RESPECT INTELLECTUAL PROPERTY
Suppliers shall respect the intellectual and other property rights of Rondo and of third parties, including all patents, trademarks, and copyrights. Unless otherwise provided in an agreement with Rondo, all ideas, inventions, methodologies, technologies and business plans that are conceived or created by Suppliers in their work for Rondo are the sole property of Rondo, and Suppliers, by their dealing with Rondo, assigns all such rights, and will reasonably cooperate with Rondo to obtain, perfect, and protect intellectual property rights in the same.

PROTECT CONFIDENTIAL INFORMATION
Suppliers may only use Rondo confidential information for authorized purposes necessary to perform its contractual obligations and will not share such information with anyone outside Rondo without Rondo’s permission. Unless otherwise provided in an agreement with Rondo, all business ideas, inventions, methodologies, technologies, and business plans that are conceived or created by Suppliers in their work for Rondo are the confidential information of Rondo. Suppliers shall protect Rondo confidential information (including intellectual property such as trademarks, patents, copyrights, logos, research, and customer lists) to prevent its misuse, theft, fraud, or improper disclosure. Suppliers shall protect sensitive or confidential information related to Rondo and shall comply with all insider trading laws. Suppliers are prohibited from using Rondo's information to train, improve, or enhance their own or third-party AI models without express permission. The obligation to protect confidential information related to Rondo continues after the Supplier relationship ends.

ENSURE CYBERSECURITY AND DATA PROTECTION
Suppliers shall use all IT resources in a safe, responsible, professional, ethical, and lawful manner, and ensure the security of all Rondo data and proprietary information. Suppliers shall implement appropriate controls to ensure security and confidentiality of Rondo data to prevent accidental, unauthorized, or unlawful destruction, alteration, modification, or loss of Rondo data, misuse of Rondo data or unlawful processing or distribution of Rondo data.

COOPERATION AND AUDITS
Rondo regards the Code of Conduct to be a fundamental element of all Supplier relationships. Rondo may revise the Code of Conduct to better reflect changing legal, social, and ethical norms. Rondo seeks to work with its Suppliers for continued progress to achieve the objectives of the Code of Conduct. Suppliers agree to cooperate with all reasonable requests from Rondo for information, inspections, or audits regarding the Supplier’s conduct as it relates to the Code of Conduct. Rondo may terminate, at any time, any contract or agreement with any Supplier who violates any law, or materially fails to uphold the standards of the Code of Conduct.

HOW TO RAISE A QUESTION OR CONCERN
Suppliers who are aware of a violation of this Code of Conduct or who have a question should contact the Rondo Legal Department via email at legal@rondo.com. Reports can be made anonymously. Rondo has a strict non-retaliation policy for any matters raised.