Non-Circumvention Policy

Carbon Advisors ("Carbon") originates relationships, introductions, and opportunities that are not available through public channels. Much of Carbon's value comes from connecting parties who would not otherwise have found each other, and from the off-market mandates, counterparties, and deal flow that move through our platform. This policy describes how those relationships are protected. It applies to everyone who accesses Carbon's platform, receives an introduction or information from Carbon, or otherwise engages with Carbon's network.

This policy works alongside the confidentiality and non-circumvention terms in Carbon's engagement agreements and non-disclosure agreements. Where a signed agreement applies, that agreement controls. This page does not replace those terms; it describes the standard Carbon expects of everyone in its network.

What We Mean by Circumvention

Circumvention occurs when a party uses a relationship, introduction, opportunity, or information that Carbon originated or facilitated to proceed around Carbon, in order to avoid Carbon's involvement or compensation. This includes, by way of example:

• Contacting, negotiating, or transacting directly with a counterparty Carbon introduced, outside of Carbon, in a way that excludes Carbon from a transaction it sourced
• Using confidential mandate, listing, or counterparty information obtained through Carbon to pursue an opportunity independently of Carbon
• Passing a Carbon-originated introduction or opportunity to an affiliate, related party, or third party for the purpose of avoiding Carbon
• Engaging another intermediary to complete a transaction that Carbon originated, in order to displace Carbon

What We Expect

If Carbon originates or facilitates an introduction, opportunity, or relationship, we expect that any transaction or engagement that results from it will involve Carbon on agreed terms. Parties who access Carbon's platform or receive Carbon-originated information agree:

• Not to circumvent, bypass, or exclude Carbon from any transaction, relationship, or opportunity that Carbon originated or facilitated
• Not to use confidential information obtained through Carbon for any purpose other than the specific purpose for which it was shared
• Not to disclose Carbon-originated introductions, mandates, or counterparties to any third party without Carbon's consent
• To deal with Carbon and its introduced counterparties in good faith

These expectations apply to you and to your affiliates, representatives, and any party acting on your behalf or at your direction.

Confidential and Originated Information

Information made available through Carbon, including mandate details, marketplace listings, counterparty identities, deal terms, financial information, and the existence of an opportunity itself, is confidential and proprietary to Carbon and the parties involved. It is provided only to qualified, invited parties and only for the purpose of evaluating a potential transaction or engagement with Carbon. The fact that Carbon has originated or is working on a particular opportunity is itself confidential.

Duration

These obligations apply during your relationship with Carbon and continue for a period of [duration, e.g., twenty-four (24) months] after the later of your last access to Carbon's platform or the date Carbon last provided you with an introduction, opportunity, or information, except where a signed agreement with Carbon specifies a different period, in which case that agreement controls. Confidentiality obligations may extend longer where the information remains non-public.

Remedies

Circumvention causes harm that is difficult to measure and deprives Carbon of compensation it has earned. If circumvention occurs, Carbon may pursue all remedies available under the applicable engagement agreement and under law, including recovery of the fees Carbon would have earned, other damages, and injunctive or equitable relief. Carbon's pursuit of one remedy does not waive any other.

Relationship to Other Agreements

This policy is intended to be read together with Carbon's Terms of Service, its engagement agreements, and any non-disclosure agreement you have entered with Carbon. In the event of a conflict between this policy and a signed agreement, the signed agreement governs. Nothing in this policy creates an advisory, brokerage, or fiduciary relationship; those relationships, where they exist, are governed solely by separate written agreement.

Questions

Questions about this policy, or requests for consent under it, can be directed to: