This Code of Conduct (the “Code”) is adopted by OceanEx Global LLC (hereinafter referred to as “OceanEx” or the “Company”). The purpose of this Code is to establish legally binding standards of professional integrity, ethical behavior, and lawful conduct that apply to all directors, officers, employees, contractors, sub-contractors, independent consultants, and business partners (collectively, the “Covered Persons”) engaged with or acting on behalf of the Company.

By engaging in any activity under or on behalf of OceanEx, each Covered Person expressly acknowledges and agrees to be bound by this Code. Compliance with the Code is a condition of continued employment, contract, or business relationship with the Company.

This Code is mandatory and non-negotiable. Violations of the Code may result in disciplinary measures, including but not limited to termination of employment or contract, suspension or cessation of business dealings, forfeiture of contractual rights, and, where appropriate, referral to regulatory or law enforcement authorities.

No Covered Person, regardless of position, authority, or seniority, is exempt from compliance with this Code. The Company reserves all rights to enforce this Code strictly and to interpret its provisions in accordance with applicable laws and regulations.

I. Integrity and Legal Compliance

Integrity and compliance with the law are the bedrock of OceanEx operations.

Standards:

  1. Covered Persons shall act honestly, in good faith, and in the best interests of the Company at all times.
  2. All business conduct must comply with applicable federal, state, and local laws in the United States, including Louisiana law, as well as relevant international laws where the Company operates.
  3. Covered Persons must avoid any conduct, lawful or unlawful, that could discredit the Company’s reputation.

Consequences: Misrepresentation, fraud, or deliberate non-compliance may result in immediate termination and referral to appropriate regulatory or law enforcement bodies.

II. Equal Opportunity and Fair Treatment

OceanEx is committed to fairness, dignity, and respect in all workplace interactions.

Standards:

  1. The Company prohibits all forms of unlawful discrimination and harassment. Protected categories include, but are not limited to, race, color, religion, sex, sexual orientation, gender identity or expression, age, disability, veteran status, or national origin, as provided under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act (ADA), and the Age Discrimination in Employment Act (ADEA).
  2. Decisions regarding hiring, promotions, compensation, and assignments shall be made strictly on the basis of qualifications, merit, and business necessity.
  3. Harassment (verbal, physical, visual, or digital) that creates a hostile work environment is strictly prohibited.

Consequences: Violations may lead to termination and referral to the Equal Employment Opportunity Commission (EEOC) or relevant authorities.

III. Prohibition of Child Labor and Forced Labor

At OceanEx, human dignity is non-negotiable. Company maintains zero tolerance for child labor, forced labor, or human trafficking.

Standards:

  1. The Company complies with the U.S. Fair Labor Standards Act (FLSA), the Trafficking Victims Protection Act, and the International Labour Organization (ILO) Conventions.
  2. No person under the minimum legal working age or under eighteen (18) in hazardous roles may be employed or engaged.
  3. Forced labor, bonded labor, indentured servitude, and coercion of any form are strictly prohibited. This includes withholding wages, confiscating identity documents, or restricting freedom of movement.
  4. Business partners and suppliers must uphold the same standards, and OceanEx reserves the right to terminate relationships with non-compliant parties.

Consequences: Immediate termination of the relationship, mandatory reporting to relevant authorities, and potential civil or criminal prosecution.

IV. Anti-Bribery and Anti-Corruption

OceanEx enforces a zero-tolerance policy toward bribery and corruption. This Policy applies to all employees, contractors, agents, representatives, and any third parties acting on behalf of OceanEx.

  1. Prohibition: No Covered Person shall, directly or indirectly, offer, give, solicit, or accept any bribe, kickback, facilitation payment, or improper advantage. This prohibition applies globally, regardless of local practice.
  2. Gifts and Hospitality:
    1. Permissible only if modest, lawful, reasonable, and not intended to influence business judgment.
    2. The value must not exceed USD $100 per occasion or USD $300 in total per year for the same individual.
    3. Cash or cash equivalents (such as gift cards or loans) are strictly prohibited.
    4. Any exceptions require prior written approval and disclosure in the Company’s records.
  3. Government Officials: No Covered Person may provide anything of value to government officials, political parties, or public entities to improperly influence a business decision, in full compliance with the U.S. Foreign Corrupt Practices Act (FCPA) and relevant international anti-bribery conventions, including the OECD Anti-Bribery Convention.
  4. Third Parties: OceanEx prohibits the use of intermediaries, agents, or consultants to carry out any prohibited conduct on its behalf.
  5. Consequences: Violations of this Policy constitute gross misconduct and may result in termination of employment or contract, civil liability, and criminal prosecution.

V. HSQE Policy – Health, Safety, Quality, and Environment

1. Purpose and Scope

OceanEx is committed to protecting the health, safety, quality, and environmental integrity (HSQE) of all operations under its control. This HSQE Policy applies to all Covered Persons, including employees, contractors, consultants, and business partners, as well as to all job sites, client facilities, vessels, and operational locations where OceanEx undertakes work.

The objective of this Policy is to ensure that all activities are carried out in a safe, responsible, and sustainable manner, in accordance with international standards, industry best practices, and client-specific requirements.

2. General Standards

  1. All Covered Persons must work in full compliance with international HSQE statutes, ISO standards, IMO codes, and ILO conventions applicable to their role and location.
  2. Covered Persons shall at all times place safety, quality, and environmental protection above expediency, cost, or convenience.
  3. Shortcuts, non-compliance, or unsafe acts are strictly prohibited.

3. Responsibilities

  1. The Company shall:
    1. Provide a structured HSQE management system aligned with international standards (ISO 45001, ISO 9001, ISO 14001).
    2. Establish procedures, training, and resources to maintain safe and compliant operations.
    3. Monitor and audit HSQE performance regularly and enforce compliance.
  2. Covered Persons shall:
    1. Follow all HSQE procedures, client site requirements, and vessel-specific rules without exception.
    2. Properly use and maintain personal protective equipment (PPE) as mandated for their role and work environment.
    3. Participate in HSQE training and risk assessments, and remain competent for their assigned duties.
    4. Take personal responsibility for safe conduct and compliance with HSQE standards.

4. Safe Work Procedures

  1. Risk Assessment & Safe Job Planning:
    1. All jobs shall be preceded by a formal risk assessment and Job Safety Analysis (JSA).
    2. No work shall begin until risks are identified, mitigated, and communicated to all personnel involved.
    3. Work must proceed strictly in line with approved safe job procedures and qualified job assessments.
  2. Stop Work Authority (SWA):
    1. Every Covered Person has the absolute right and duty to stop work immediately if unsafe conditions, hazards, or non-compliance are observed.
    2. Stopped work may only resume once hazards are eliminated or effectively controlled.
    3. No person shall suffer retaliation for exercising Stop Work Authority in good faith.
  3. Personal Protective Equipment (PPE):
    1. Covered Persons shall wear appropriate PPE at all times as defined in the risk assessment and site-specific requirements.
    2. PPE must be properly fitted, maintained in good condition, and used strictly for its intended purpose.
    3. Failure to use PPE correctly shall be treated as a violation of this Code.

5. Client, Site, and Vessel Compliance

  1. Covered Persons must strictly adhere to all client job site rules, vessel regulations, and local statutory requirements.
  2. When OceanEx personnel are working aboard a vessel, they must comply with the International Safety Management (ISM) Code and all applicable maritime safety regulations.
  3. If client standards are more stringent than Company standards, the stricter rule shall apply.

6. Quality Assurance

  1. Work shall be executed to the highest quality standards in compliance with ISO 9001 and client requirements.
  2. Covered Persons must follow all documented procedures, technical specifications, and quality assurance protocols applicable to their tasks.
  3. Any non-conformance, defect, or quality deviation must be reported immediately for corrective action.

7. Environmental Responsibility

  1. Covered Persons must prevent pollution, minimize waste, and protect natural resources in accordance with ISO 14001 and international environmental standards.
  2. Spills, emissions, or environmental incidents must be reported immediately, and corrective measures must be taken without delay.
  3. OceanEx promotes sustainable practices in all aspects of operations.

8. Accountability and Enforcement

  1. Covered Persons are personally responsible for compliance with HSQE requirements.
  2. The Company shall not be held liable for any injury, loss, or damage resulting from a Covered Person’s negligence, non-compliance, or shortcuts taken in violation of this Policy.
  3. Violations of HSQE rules may result in removal from the worksite, termination of employment or contracts, and referral to applicable regulatory or enforcement authorities.

9. Continuous Improvement

OceanEx is committed to the continuous improvement of HSQE performance. The Company shall review, audit, and revise HSQE procedures periodically in line with:

  1. Emerging international standards,
  2. Lessons learned from incidents,
  3. Client feedback, and
  4. Industry best practices.

VI. Confidentiality and Data Protection

1. Scope of Protection

  1. All Confidential Information, including but not limited to trade secrets, business strategies, financial information, technical data, client information, employee records, supplier data, intellectual property, and any other non-public information, must be safeguarded by all Covered Persons.
  2. Confidential Information includes data in all formats, written, electronic, verbal, or otherwise.

2. Obligations of Covered Persons

  1. Covered Persons shall:
    1. Use Confidential Information solely for legitimate business purposes in furtherance of OceanEx’s operations.
    2. Prevent unauthorized disclosure, duplication, modification, or transfer of Confidential Information.
    3. Immediately report any suspected or actual data breach, unauthorized disclosure, or loss of Confidential Information.
    4. Return or securely destroy Confidential Information upon termination of employment or engagement, or at the request of the Company.
  2. Covered Persons shall not:
    1. Share Confidential Information with unauthorized persons inside or outside the Company.
    2. Remove, copy, or store Company data on personal devices or external platforms without prior written approval.
    3. Exploit Confidential Information for personal gain, competing activities, or purposes unrelated to Company business.

3. Data Protection and Privacy Compliance

OceanEx is committed to compliance with applicable data protection laws, including but not limited to:

  1. United States: Federal and state privacy and data security laws, including the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA).
  2. European Union: The General Data Protection Regulation (GDPR) (EU 2016/679).

Where stricter laws or client requirements apply, the stricter standard shall prevail.

  1. Cross-Border Transfers: When handling EU personal data, transfers outside the European Union shall comply with GDPR requirements, including Standard Contractual Clauses or equivalent safeguards.

4. Company Rights

OceanEx reserves the right to:

  1. Monitor, audit, and review the use of its systems, records, and communications to ensure compliance with this Policy.
  2. Enforce confidentiality protections through contractual, civil, and, where applicable, criminal remedies.

5. Survival of Obligations

  1. Confidentiality and data protection obligations remain binding after termination of employment, contract, or engagement.
  2. These obligations continue until the Confidential Information lawfully enters the public domain through no fault of the Covered Person.

6. Enforcement and Liability

  1. Unauthorized disclosure, negligence, or misuse of Confidential Information constitutes a violation of this Code.
  2. Consequences may include:
    1. Immediate termination of employment or business relationship;
    2. Civil liability, including recovery of damages caused to the Company or its clients;
    3. Referral to regulatory or law enforcement authorities, where applicable.

VII. Use of Company Resources

Company property and assets must be protected and used responsibly.

Standards:

  1. Physical assets, technology, funds, and digital systems shall be used only for legitimate business purposes.
  2. Covered Persons may not misuse Company property for personal gain or illegal purposes.
  3. Intellectual property developed in the course of engagement with OceanEx is the sole property of the Company.
  4. Cybersecurity: Covered Persons must protect login credentials, comply with security protocols, and immediately report suspected breaches.

Consequences: Misuse may result in termination, restitution, and potential legal prosecution.

VIII. Conflict of Interest and Conflict Checking

All employees, officers, contractors, consultants, agents, and any representatives of OceanEx must act with loyalty, integrity, and independence at all times.

  1. Prohibition: Covered Persons shall not allow personal, financial, or outside interests to conflict or appear to conflict with their duties to OceanEx or its clients. No Covered Person may use their position for personal gain, hold undisclosed interests in suppliers, contractors, clients, or competitors, or exploit opportunities obtained through their work with OceanEx.
  2. Disclosure: Any actual, potential, or perceived conflict of interest must be immediately disclosed in writing to management. Failure to disclose a conflict is a violation of this Code.
  3. Conflict Checks: All Covered Persons must cooperate fully with OceanEx’s conflict check procedures before and during assignments. If a conflict arises, they must withdraw from the matter unless expressly authorized by senior management with documented safeguards.
  4. Enforcement: Breach of this Policy constitutes gross misconduct and may result in termination of employment or contract, civil liability, and/or referral to legal authorities.

IX. Financial Integrity

Accurate records are essential to accountability and compliance.

Standards:

  1. All financial records must be accurate, complete, and comply with Generally Accepted Accounting Principles (GAAP).
  2. Fraudulent entries, off-the-books accounts, or misrepresentation of financial data are strictly prohibited.
  3. Covered Persons must ensure transparency in all business dealings, invoices, and expense reporting.

Consequences: Violations may lead to termination and referral to regulatory authorities, including the Securities and Exchange Commission (SEC).

X. Environmental and Social Responsibility

OceanEx is committed to sustainable and responsible business practices.

Standards:

  1. Compliance with U.S. Environmental Protection Agency (EPA) regulations, Louisiana state environmental laws, and international standards is mandatory.
  2. Covered Persons must minimize waste, prevent pollution, and conserve natural resources in the course of business.
  3. OceanEx supports community development and requires respectful conduct in all host communities.

Consequences: Environmental violations may result in termination of contracts, regulatory fines, and reputational damage claims.

XI. Reporting Misconduct and Whistleblower Policy

1. Duty to Report

  1. All Covered Persons have a mandatory duty to promptly report any actual, suspected, or potential violation of this Code, Company policies, client requirements, or applicable laws and regulations.
  2. Misconduct may include, but is not limited to: corruption, fraud, bribery, theft, harassment, safety violations, environmental breaches, misuse of Company assets, conflicts of interest, or non-compliance with client or vessel safety requirements.
  3. Failure to report known or suspected misconduct is itself a violation of this Code and may subject the Covered Person to disciplinary action.

2. Reporting Channels

  1. Reports may be made through any of the following:
    1. Direct supervisor or line manager;
    2. The Company’s designated compliance officer;
    3. Confidential reporting channels established by the Company (email, hotline, or digital submission portal);
    4. Where required by law, external reporting to regulatory or enforcement authorities
  2. Reports may be made confidentially or anonymously, subject to local laws. OceanEx will treat all reports with the highest level of discretion and sensitivity consistent with the need to investigate and resolve the matter.

3. Investigation Process

  1. Upon receipt of a report, OceanEx will:
    1. Record and acknowledge the complaint where appropriate;
    2. Conduct a prompt, fair, and impartial investigation;
    3. Take immediate interim measures if necessary to protect individuals and prevent further harm;
    4. Maintain confidentiality of the reporting party and any witnesses to the fullest extent permitted by law.
  2. The Company retains sole discretion regarding the scope, method, and outcome of investigations.

4. Protection Against Retaliation

  1. OceanEx strictly prohibits retaliation against any Covered Person who, in good faith, reports misconduct or participates in an investigation.
  2. Protection extends to adverse actions including, but not limited to: termination, demotion, suspension, harassment, intimidation, threats, reduction of hours, denial of promotion, or blacklisting.
  3. These protections are consistent with international standards and applicable statutes, including the Sarbanes-Oxley Act (SOX) and Dodd-Frank Act in the United States and the EU Whistleblower Protection Directive (2019/1937).
  4. Retaliation is itself a violation of this Code and shall result in disciplinary action up to and including termination.

5. False or Malicious Reporting

  1. While good-faith reporting is protected, knowingly false, fraudulent, or malicious reporting is strictly prohibited.
  2. Covered Persons who intentionally make false or bad-faith allegations may be subject to disciplinary action, including termination, and potential legal claims for damages.

6. Accountability and Enforcement

  1. Covered Persons are required to fully cooperate with investigations into reported misconduct.
  2. Investigations may involve interviews, review of records, audits, or third-party inquiries.
  3. Outcomes of investigations may include corrective actions, disciplinary measures, termination of contracts, and referral to regulatory or law enforcement authorities.
  4. OceanEx reserves the right to determine corrective and disciplinary measures at its sole discretion, consistent with applicable law.

7. Global Application Clause

  1. This Policy applies in all jurisdictions where OceanEx conducts business.
  2. OceanEx is committed to compliance with applicable whistleblower protection laws across its global operations, including but not limited to:
    1. United States: Sarbanes-Oxley Act, Dodd-Frank Act, False Claims Act;
    2. European Union: Whistleblower Protection Directive (2019/1937);
    3. International Labour Organization (ILO) Conventions;
    4. Comparable national and regional statutes in all countries of operation.
  3. Where local laws impose stricter protections than those contained herein, the stricter standard shall prevail.
  4. Reports may be made in compliance with local legal requirements, and Covered Persons shall not be penalized for exercising rights afforded to them under applicable laws.

XII. Enforcement

OceanEx enforces this Code without exception.

Standards:

  1. The Company reserves the right to investigate all allegations of misconduct.
  2. Covered Persons are required to cooperate fully with investigations.
  3. Disciplinary actions include reprimand, suspension, termination, legal action, and referral to authorities.

XIII. Governing Law and Jurisdiction

This Code shall be governed by and construed in accordance with the laws of the State of Louisiana, United States of America, without regard to conflict-of-law principles.

All disputes, claims, or enforcement actions arising under this Code shall be brought exclusively before the state and federal courts located in Louisiana. By engaging with OceanEx, all Covered Persons irrevocably consent to the jurisdiction of such courts.