Anti-Bribery & Anti-Corruption Policy

Orno LLC maintains a strict, unconditional, and absolute zero-tolerance policy toward bribery, corruption, kickbacks, facilitation payments, and any other form of improper payment or thing of value offered, promised, authorized, or provided to any person—whether a Foreign Official, Government Entity representative, commercial counterparty, or private individual—for the purpose of improperly obtaining, retaining, or directing business, securing an improper advantage, or influencing any official act, decision, or omission.

This zero-tolerance commitment extends to all conduct, whether direct or indirect, regardless of the amount involved, the purported customary nature of such payment in any jurisdiction, the competitive necessity alleged, or the perceived insignificance of the transaction. No business objective, revenue target, competitive pressure, or management directive shall justify, excuse, or mitigate any departure from this Policy.

This Policy is informed by, and shall be construed consistently with, the following principal anti-corruption statutes, regulations, and enforcement frameworks, each of which applies to Orno and its Personnel to the extent of their respective jurisdictional reach:

This Policy applies to all Orno Personnel worldwide, including officers, directors, managers, members, employees (full-time, part-time, and temporary), independent contractors, consultants, agents, representatives, creators, brand partners, joint-venture partners, and any third party acting on behalf of or for the benefit of Orno. Jurisdiction is asserted to the maximum extent permitted by applicable law, including extraterritorial application of the FCPA and the UK Bribery Act.

For purposes of this Policy, capitalized terms shall have the meanings set forth below. Terms defined in the singular include the plural, and vice versa.

No Personnel shall, directly or indirectly, through any intermediary, subsidiary, agent, representative, joint-venture partner, or third party:

• Offer, promise, authorize, or provide any Bribe, Kickback, or Thing of Value to any Foreign Official, Government Entity representative, or commercial counterparty for the purpose of improperly influencing any act, decision, or omission;
• Solicit, accept, agree to accept, or receive any Bribe, Kickback, or Thing of Value from any person in connection with Orno’s business;
• Make, authorize, or condone any Facilitation Payment, regardless of the amount, purported custom, or competitive necessity (see Section 6);
• Create, maintain, or fail to detect any false, misleading, incomplete, or unrecorded entry in Orno’s books, records, accounts, or financial statements;
• Engage in any scheme, artifice, or device to circumvent, evade, or frustrate the internal accounting controls required by 15 U.S.C. § 78m(b)(2);
• Use any intermediary, consultant, agent, or channel as a conduit for any payment or Thing of Value that, if made directly by Orno, would violate this Policy or applicable anti-corruption law;
• Retaliate against, threaten, discipline, discharge, or otherwise discriminate against any person who in good faith reports a suspected violation of this Policy; or
• Engage in any other conduct that violates or creates the appearance of violating any applicable anti-corruption statute, regulation, or enforcement guidance.

Reasonable and bona fide expenditures for gifts, meals, entertainment, and hospitality may be permissible where they (a) are made in good faith and in connection with legitimate business purposes; (b) are not intended to, and do not in fact, improperly influence any official act, business decision, or commercial advantage; (c) are lawful under all applicable laws of the jurisdiction(s) in which they are provided; (d) are accurately recorded in Orno’s books and records; and (e) comply with the monetary thresholds and pre-approval requirements set forth below.

The permissibility of any expenditure shall be assessed objectively by reference to its appearance to a reasonable, disinterested observer, and not by reference to the subjective intent of the giver. Where any doubt exists, Personnel shall seek pre-approval from the Compliance Officer prior to incurring the expenditure.

Notwithstanding any exception or affirmative defense that may exist under the FCPA’s facilitation-payment exception (15 U.S.C. § 78dd-1(b)) or similar provisions of other jurisdictions, Orno’s policy strictly prohibits all Facilitation Payments without exception. This prohibition applies regardless of the following factors:

• The amount of the payment (no de minimis exception exists under this Policy);
• The purported routine or ministerial nature of the governmental action sought;
• Local custom, trade practice, or the assertion that “everyone does it” in the jurisdiction;
• The competitive disadvantage that may result from refusal to pay;
• The absence of explicit local-law prohibition; or
• The availability of a statutory exception under the FCPA or analogous laws (which Orno elects not to invoke as a matter of corporate policy).

No political contribution, donation, sponsorship, or expenditure shall be made in Orno’s name, using Orno funds, or for Orno’s benefit—whether directly or through any intermediary, political action committee, 501(c)(4) organization, or conduit—without the prior written approval of both the Chief Executive Officer and the Chief Compliance Officer. For purposes of this Section, “political contribution” includes any payment to or for the benefit of any political party, political campaign, political candidate, elected official, ballot measure committee, political action committee, super PAC, transition team, inaugural committee, or any entity controlled by or affiliated with any of the foregoing.

Charitable contributions and philanthropic donations in excess of $1,000.00 USD require prior written approval from the Compliance Officer, who shall conduct reasonable due diligence to ensure that the proposed recipient organization (a) is a bona fide charitable entity; (b) is not a conduit for improper payments to government officials or their relatives; (c) is not on any sanctions or restricted-party list; and (d) does not create an actual or apparent conflict of interest with any pending or anticipated government action affecting Orno’s business interests.

Personnel shall not make personal political contributions with the expectation, understanding, or intent of being reimbursed by Orno, directly or indirectly. Any such arrangement shall constitute grounds for immediate termination and referral for criminal investigation.

Prior to engaging any third party who will act on Orno’s behalf in any capacity involving interaction with government officials, public tenders, regulatory submissions, or cross-border transactions—including agents, consultants, lobbyists, customs brokers, freight forwarders, joint-venture partners, and subcontractors—Orno shall conduct risk-proportionate anti-corruption due diligence commensurate with the Transparency International Corruption Perceptions Index ranking of the relevant jurisdiction, the nature and scope of the engagement, the degree of government interaction anticipated, and any red flags identified.

Orno shall not engage, and shall promptly terminate engagement with, any third party where due diligence reveals unresolved red flags, unremediated compliance deficiencies, or a reasonable basis to believe that the third party has engaged in, or is likely to engage in, conduct inconsistent with this Policy.

Pursuant to the FCPA’s accounting provisions (15 U.S.C. § 78m(b)(2)), Orno shall make and keep books, records, and accounts that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets. Orno shall further devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

No Personnel shall create, maintain, or condone any undisclosed or unrecorded fund, account, or asset for any purpose. All payments, transactions, and expenditures shall be recorded accurately, completely, and promptly in Orno’s books and records, with sufficient detail to identify the nature, purpose, recipient, and business justification of each transaction. Descriptions such as “miscellaneous,” “consulting fees,” “commissions,” or similar vague characterizations are insufficient where they obscure the true nature of the underlying transaction.

Violations of the FCPA’s books-and-records provisions constitute independent federal criminal offenses, carrying penalties of up to $25,000,000 for entities and $5,000,000 and/or twenty (20) years’ imprisonment for individuals, irrespective of whether any underlying bribery is proven.

Prior to consummating any merger, acquisition, joint venture, strategic alliance, or investment (each, a “Transaction”), Orno shall conduct thorough anti-corruption due diligence on the target entity, its subsidiaries, affiliates, and key personnel, with a scope and depth proportionate to the corruption risk profile of the Transaction. Such due diligence shall include, at minimum:

• Assessment of the target’s historical compliance with anti-corruption laws, including review of prior government investigations, enforcement actions, consent decrees, monitorship agreements, and litigation;
• Evaluation of the target’s existing anti-corruption compliance program, including policies, procedures, training records, reporting mechanisms, and disciplinary history;
• Review of the target’s third-party relationships, agent networks, government-facing activities, and gift/entertainment expenditures;
• Identification of operations in high-risk jurisdictions (CPI score <50) and industries with elevated corruption exposure;
• Forensic accounting review of selected transactions, including payments to agents, consultants, and government-related entities; and
• Assessment of successor liability exposure under the FCPA, UK Bribery Act, and analogous statutes.

Orno shall not consummate any Transaction where pre-closing due diligence reveals material, unremediated anti-corruption violations unless the acquisition agreement includes appropriate representations, warranties, indemnities, remediation covenants, and post-closing integration obligations satisfactory to the Chief Compliance Officer. Post-closing, the acquired entity shall be integrated into Orno’s compliance program within ninety (90) days of closing.

All Personnel shall complete mandatory anti-corruption training within thirty (30) days of onboarding and annually thereafter. Training shall be tailored to the risk profile of the individual’s role, geographic assignment, and degree of government interaction, and shall cover, at minimum: (a) the substantive requirements of the FCPA, UK Bribery Act, and other applicable anti-corruption laws; (b) this Policy in its entirety; (c) red-flag recognition and escalation procedures; (d) gifts, hospitality, and entertainment protocols; (e) third-party due diligence obligations; (f) books-and-records requirements; (g) reporting channels and whistleblower protections; and (h) case studies of enforcement actions and their consequences.

Upon completion of training, each participant shall execute a written certification acknowledging receipt, comprehension, and agreement to comply with this Policy. Personnel who fail to complete training or execute the certification within the prescribed timeframe shall be subject to progressive discipline, up to and including suspension of system access and termination of engagement.

The Compliance Officer shall maintain training records, including dates of completion, certification attestations, and assessment scores, for a period of not less than seven (7) years following the termination of the relevant individual’s relationship with Orno.

All Personnel have an affirmative obligation to report, promptly and in good faith, any known or suspected violation of this Policy, any applicable anti-corruption law, or any conduct that creates a reasonable appearance of impropriety. Reports may be made through any of the following channels:

Anonymous reports are accepted and will be investigated to the fullest extent possible given the information provided. Orno encourages, but does not require, identification of the reporter, as identified reporters may be eligible for protections under the Dodd-Frank Wall Street Reform and Consumer Protection Act (15 U.S.C. § 78u-6) and analogous whistleblower statutes.

Orno strictly prohibits retaliation in any form against any person who, in good faith, reports a known or suspected violation of this Policy, participates in an investigation, refuses to engage in conduct that would violate this Policy, or exercises rights under any whistleblower-protection statute. “Retaliation” includes, without limitation, termination, demotion, suspension, reduction in compensation, reassignment, hostile work environment, harassment, intimidation, threats, surveillance, exclusion from meetings or projects, negative performance evaluations unrelated to job performance, or any other adverse action.

Any Personnel who engages in retaliatory conduct shall be subject to immediate disciplinary action, up to and including termination and referral for legal proceedings. The prohibition against retaliation extends to actions taken against the reporter’s family members, colleagues, and any person associated with the reporter who may be subject to adverse action as a consequence of the report.

This non-retaliation commitment is independent of the outcome of any investigation. A good-faith report that, upon investigation, is determined to be unsubstantiated shall not result in any adverse consequence to the reporter. However, deliberately false, malicious, or bad-faith reports made with the intent to harm another person or to abuse the reporting mechanism shall not be protected and may themselves constitute grounds for disciplinary action.

Internal enforcement for violations of this Policy shall be swift, consistent, and proportionate, and may include any or all of the following: (a) formal written warning; (b) mandatory supplemental training; (c) suspension with or without pay; (d) demotion or reassignment; (e) forfeiture or clawback of compensation, bonuses, or equity; (f) termination of employment or engagement for cause; (g) referral to law enforcement authorities for criminal prosecution; (h) pursuit of civil claims for damages, indemnification, and disgorgement; and (i) reporting to regulatory authorities, self-regulatory organizations, and industry databases.

The severity of disciplinary action shall take into account the nature, scope, and duration of the violation; whether the violation was self-reported or discovered through audit; the level of cooperation with the investigation; whether the violation was isolated or systemic; and any mitigating or aggravating factors. However, for knowing, willful, or repeated violations, termination and law-enforcement referral shall be presumptive.

All questions, reports, pre-approval requests, due-diligence inquiries, and other correspondence concerning this Policy shall be directed to:

This Policy is effective as of the date first written above and shall remain in effect until expressly rescinded, superseded, or amended by the Chief Compliance Officer with the approval of the Board of Managers. By continuing to perform services for, on behalf of, or in connection with Orno LLC, each Personnel member acknowledges receipt of, consents to, and is bound by every term of this Policy.