Code of Conduct

Effective Date: June 25, 2026

1. Introduction

This Code of Business Conduct and Ethics (this "Code") describes the basic ethical principles that guide everyone at DealAdvisorHQ ("DealAdvisorHQ" or the "Company"). It sets standards for honest and ethical conduct, supports compliance with applicable laws, rules, and regulations, and establishes accountability for adherence to those standards.

This Code applies to our directors, officers, and employees ("Covered Persons") and should be shared with and followed by our agents, contractors, and representatives, including consultants. Violations may result in disciplinary action, up to and including termination. If you have questions about this Code, contact your manager or the Company's designated compliance contact ("Company Compliance").

Our reputation depends on each of us taking personal responsibility for following this Code. Your conduct on behalf of the Company must be guided by the principles set out here.

2. Anti-Bribery and Anti-Corruption

What Bribery Is

Bribery is offering, promising, giving, requesting, or accepting anything of value to obtain a commercial, contractual, regulatory, or personal advantage. It does not require an exchange of cash. "Anything of value" is broad and includes, among other things:

  • Business opportunities or favorable contracts;
  • Kickbacks;
  • Excessive gifts, hospitality, or entertainment;
  • Offers of employment for someone or their family or friends;
  • Payment of non-business travel expenses; or
  • Personal favors.

Bribery can be active (offering or giving) or passive (requesting or accepting).

Before offering or accepting any payment, benefit, or gift, ask yourself:

  • What is the real intention behind it? Could the timing make it look like an attempt to influence a decision?
  • Would I be comfortable if this became public?
  • Is it being handled openly, or away from the workplace so others won't know?
  • Does the recipient's own organization have a policy that would prohibit it? When in doubt, check.

When a Gift or Benefit May Be Acceptable

A payment, benefit, or gift may be acceptable if it:

  • Is infrequent and modest in value relative to the recipient's position;
  • Is connected to a legitimate business purpose or an existing contract;
  • Places the recipient under no obligation;
  • Is not tied to influencing pending or recent negotiations; and
  • Is transparent to the organizations of both the giver and the recipient.

Examples that are usually acceptable include branded promotional items (a mug, notebook, or pen), raffle prizes at industry events, routine tickets to a local sporting or cultural event when hosted by the provider, reasonable meals and entertainment when business is being conducted, modest gifts for personal occasions such as a wedding or birth, and seasonal gifts of nominal value.

The Law

As a U.S. company that may deal with customers and partners internationally, DealAdvisorHQ is subject to U.S. federal and state anti-bribery laws, including the Foreign Corrupt Practices Act (the "FCPA"), and may also be subject to other countries' laws, such as the UK Bribery Act 2010. The reach of these laws is broad and can extend to conduct outside the country where it occurs.

These laws generally prohibit bribing anyone — whether a government official or a private party such as a competitor's or customer's employee — as well as accepting a bribe and bribing a foreign public official. A company and its people can also be liable if they know, or deliberately ignore "red flags" suggesting, that agents or consultants are paying bribes in connection with the company's business. Penalties include significant fines and imprisonment.

Our Policy

DealAdvisorHQ prohibits offering, giving, soliciting, or accepting any bribe — in cash or any other form — to gain an unethical commercial, contractual, or regulatory advantage, or any personal advantage for a Covered Person or anyone connected to them. This applies to all Covered Persons and to any third party acting on the Company's behalf. You may not use a third party to do something this Code prohibits.

Third parties are a common source of corruption risk. Stay alert to red flags — unusual payment arrangements, demands to use a specific company or person, vague or unverifiable deliverables, and the like. A red flag does not necessarily mean wrongdoing, but it does mean the matter should be reviewed with Company Compliance before proceeding.

Specific Situations

Facilitation payments. Small payments to officials to speed up routine actions are illegal in many jurisdictions. DealAdvisorHQ does not permit facilitation payments, directly or through a third party, regardless of local custom.

Gifts and hospitality. Permitted only if they place the recipient under no obligation, are given openly, are reasonable in type and value, comply with applicable law, and are properly documented and approved in advance. Cash is never an acceptable gift, given or received. Watch the cumulative effect of frequent gifts, and confirm the recipient's own policy allows acceptance.

Promotional items. Items of nominal value bearing a company logo are generally fine. Unless Company Compliance approves in advance, do not give or accept a promotional item worth more than $150 (or local equivalent).

Expenses. Covering a counterparty's legitimate, business-related expenses can be acceptable if it meets the gift-and-hospitality rules and serves a bona fide business purpose. For example, the Company might underwrite a customer's attendance at a seminar, but not travel for that person's spouse or partner.

Charitable contributions. The Company does not make charitable donations to obtain a business advantage. Donations must never be made in cash, and a receipt must be obtained from the recipient organization.

3. Accurate Books and Records

Honest, accurate records are essential to sound decisions. We document business expenses accurately and distinguish clearly between personal and business expenses on expense reports. Questionable items should be raised with the appropriate finance personnel.

Our books, records, and financial statements are kept in reasonable detail, fairly reflect our transactions, and comply with applicable legal requirements and our internal controls. We do not exaggerate, speculate, or make derogatory or misleading characterizations in business records or communications. No entry may hide or disguise the true nature of a transaction, no off-the-books fund or asset may be created, and no false or fictitious entry may be made for any reason.

Maintain all records in line with applicable legal and contractual requirements and our record-retention practices. If you have questions during any litigation or investigation involving our records, consult Company Compliance.

4. Conflicts of Interest

A conflict of interest arises when a Covered Person's personal or outside interests — or those of a family member, close friend, or someone acting on their behalf — could affect, or appear to affect, their objectivity or ability to act in the Company's best interests. All Covered Persons must avoid actual and apparent conflicts and act in the Company's best interests.

Covered Persons may not hold outside employment that interferes with their work for the Company, and may not accept compensation for Company-related services from anyone other than the Company. If you become aware of a business or financial opportunity through your work, you may not take it for personal gain, and you may not use Company property, information, or your position for personal benefit or to compete with the Company.

Continually assess your own situation and promptly report to Company Compliance any transaction or relationship that could create an actual or apparent conflict.

5. Competition and Fair Dealing

We compete fairly and honestly. We do not steal proprietary information, misuse trade secrets obtained without consent, or induce current or former employees of other companies to disclose such information. We never take unfair advantage of anyone through manipulation, concealment, misuse of confidential information, misrepresentation, or other unfair practices. Raise any questions about competitive conduct with Company Compliance.

6. Confidentiality and Client Information

In our work, Covered Persons routinely learn confidential and proprietary information about the Company and about our clients, counterparties, and the businesses involved in potential transactions. This is especially sensitive in our line of work: details about who is buying or selling, valuations, financials, and deal terms are highly confidential and can move markets or harm the parties if disclosed.

Confidential information includes all non-public information that would be harmful to the relevant party, or useful to a competitor, if disclosed — for example, financial results or prospects, trade secrets, marketing or product plans, and potential acquisitions, investments, or transactions.

Covered Persons must protect confidential information entrusted to them, disclosing it only when properly authorized. Keep it secure, limit access to those who need it to do their jobs, and avoid discussing it in public places or with the media, analysts, or investors. Do not use confidential information for personal gain. Every employee is expected to sign a confidentiality agreement when joining the Company. Direct any questions about whether information is confidential to Company Compliance.

7. Material Non-Public Information and Insider Trading

Through our advisory work, Covered Persons may come into possession of material non-public information ("MNPI") about clients, counterparties, or other companies — including companies whose securities are publicly traded. Information is "material" if a reasonable investor would likely consider it important in deciding whether to buy, sell, or hold a security, or if it could significantly affect a security's price.

Trading on MNPI, or passing it to others ("tipping") so they can trade, is both unethical and illegal under U.S. securities laws. If you possess MNPI about any company, you must not trade in that company's securities — and must not advise or tip anyone else, including family members — until the information has been adequately disclosed to the public. When in doubt, treat the information as MNPI and consult Company Compliance before trading.

8. Protection and Proper Use of Company Assets

Theft, carelessness, and waste of Company assets directly affect our results and must be avoided. Report any suspected fraud or theft promptly to your manager or Company Compliance.

Safeguard the Company's confidential information; unauthorized use or disclosure is prohibited and may violate the law. The Company's intellectual property — copyrights, trademarks, trade secrets, know-how, logos, and similar rights — is among its most valuable assets, and Covered Persons must protect and, where appropriate, help enforce it. We also respect the intellectual property of others and do not knowingly infringe it.

9. Healthy and Safe Workplace

A healthy and safe workplace underpins everything we do. We comply with applicable health and safety laws and promptly report accidents, injuries, and unsafe equipment, practices, or conditions. Management leads on safety, but every Covered Person shares responsibility for maintaining a safe environment and should report unsafe conditions through the channels in Section 13.

We do not tolerate violence, threats, harassment, bullying (including cyberbullying), or other abusive or aggressive behavior. Such conduct is both a safety issue and potentially a criminal matter; every incident will be investigated.

10. Environmental and Social Responsibility

We are committed to protecting the environment, conserving resources, and minimizing the impact of our operations. We comply with applicable environmental laws and work to build a culture of sustainability. Covered Persons are encouraged to weigh economic, social, and environmental factors in their decisions and to report conditions they believe are unsafe or harmful to the environment.

11. Compliance with Laws, Rules, and Regulations

This Code is a resource for day-to-day decisions and for situations where legal or ethical questions arise. It is not an exhaustive rulebook but a statement of how we do business. The Company is committed to complying with all applicable laws, and each Covered Person is personally responsible for meeting the standards those laws impose. Stay alert to legal changes and new requirements that may affect your work or our services.

12. Political Contributions and Activities

Covered Persons may take part in the political process as private individuals on their own time, but must not create the impression that they speak or act for the Company on political matters. Covered Persons may not contribute Company or client funds or services to any political party, committee, candidate, or office-holder unless the contribution is permitted by law and approved in writing in advance by Company Compliance. This covers indirect support too, such as buying tickets to fundraising events or providing goods, services, or equipment. Anyone whose role involves contact with government officials should understand the rules that apply, including lobbying regulations. No one may pressure a Covered Person to make a political contribution or support a party or candidate.

13. Reporting Concerns and Non-Retaliation

We encourage reporting of illegal or unethical behavior, including violations of this Code. Reports are kept confidential to the extent possible, and we do not tolerate retaliation against anyone who reports a concern in good faith. We all have a duty to cooperate with internal investigations.

If you observe or suspect misconduct, contact Company Compliance promptly at ethics@dealadvisorhq.com.

Most violations are easy to recognize and should be reported to a manager or Company Compliance. When a situation is less clear, these questions can help:

  1. What do I need to know? Get the facts before deciding.
  2. What exactly am I being asked to do, and does it seem improper? If something feels unethical, it probably is.
  3. What is my responsibility? Often it is shared — involve others and discuss it.
  4. Have I raised it with my manager? That is the usual starting point.
  5. Should I escalate? If you cannot or would rather not raise it with your manager, contact Company Compliance, and if your concern is still unaddressed, escalate to senior leadership or use the anonymous hotline (including for accounting or auditing concerns).

14. Waivers

Waivers of this Code for executive officers or directors may be granted only by the Company's board or its designated authority, and any such waiver should be disclosed as required by applicable law. Waivers for any other Covered Person may be granted only by Company Compliance, and then only in special circumstances.

15. Interpretation

This Code should be read together with all applicable laws and the Company's organizational and governance documents.

16. Amendment

The Company reviews and updates its policies over time and reserves the right to amend this Code at any time, for any reason, subject to applicable law.

Acknowledgment

I acknowledge that I have received and read the DealAdvisorHQ Code of Business Conduct and Ethics. I understand it applies to me, I agree to comply with it, and I understand that violations may result in disciplinary action up to and including termination. I will promptly report any conduct I believe violates this Code through the channels described in it.