Transparent Dealings Policy

Purpose

Intersect is a member organization, and depends on its members participating in running the business. We are grateful for the time and effort members devote to this important work, but it is crucial that there be no suggestion that members who participate in the running of the company are motivated by self-interest. This Transparent Dealings Policy (“Policy”) therefore establishes the standards and procedures for managing actual, potential, or perceived conflicts of interest in order to ensure all Intersect (“Company”) business is conducted free from personal interests or divided loyalties. Please take the time to read this Policy and contact [e-mail] if you have any questions or concerns.

Scope

This Policy applies to all Company members and personnel (“you” or “your”) while working for, with, or on behalf of the Company. For the avoidance of doubt, this Policy only applies to members when they take part in, vote in or attend Business Meetings, even as observers. This policy therefore does not apply to you just because you are a paying member, only if you participate in Business Meetings. However, should you decide to join a committee or otherwise participate in Business Meetings, this Policy would then apply to you.

Definitions

For the purposes of this Policy, the following terms have the meanings indicated below.

• Business Meeting – any formal meeting of members of the Company, whether referred to as a committee meeting or otherwise, at which decisions about the business of the Company are taken.

• Related Party — Any person having the following relationship to you: spouse, domestic partner, child, parent, sibling, child-in-law, parent-in-law, sibling-in-law; any other relative or person who lives in your household; anyone with whom you have a significant personal relationship that may be viewed as affecting your business judgment regarding Company interactions related to that person; and any company or other organization of which you are a board member, trustee, director, officer, partner, owner, or advisor.

• Competitive Business — Any person, business or entity that is engaged in or is planning to become engaged in a business that competes directly with Intersect.

• Financial Interest — Is (1) the right to receive compensation, payment, or other benefits from an entity in any form (including, but not limited to bonus, salary, commission, consulting fees, royalties, rent, or right to repayment of principal or interest on a loan); or (2) the direct or indirect ownership or beneficial interest of any outside company or business.

• Significant Investment — Is (1) more than 5% of your annual base salary; or (2) greater than USD $10,000.00.

Applicability

Conflicts of interest arise through activities or relationships that influence, or appear to influence, your ability to act in the best interests of the Company. This Policy applies to any situation where a potential conflict arises, or appears to arise, whether it is specifically addressed in this Policy or not.

The following are some examples of conflicts of interests that must be disclosed to your manager and the legal team:

1. Any Related Party associated with a Company vendor, supplier, customer, Catalyst fund recipient, recipient of funds from the Cardano Development Foundation or Cardano Treasury, or Competitive Business.

2. You or a Related Party have a Financial Interest in a Company vendor, supplier, customer, Catalyst fund recipient, recipient of funds from the Cardano Development Foundation or Cardano Treasury, or Competitive Business.

3. Any Related Party that would like to establish a business relationship with the Company.

4. Your involvement with a Competitive Business. For avoidance of doubt, this does not include contributing to other Github repositories.

Please be aware that this policy requires only that you disclose an interest, if you have one, so as to avoid any suggestion of impropriety. Simply having an interest is not wrong in itself.

Disclosure

Recognizing that not all conflict of interest situations are clear-cut and easy to define, it is ultimately the responsibility of each person to use sound judgment to determine the existence of and disclose any situation that creates or appears to create a conflict of interest. Any of the aforementioned scenarios and actual or potential conflict of interest must be disclosed to [e-mail] as soon as possible in order to avoid perceptions of impropriety, prevent reputational risk, and ensure fair dealings.

Disqualification from Intersect Committee Work

In some situations, the interest that you declare will be reason to ask you not to take part in certain parts of the proceedings of a Business Meeting. This is no reflection on you personally, but should you decline to accede to such a request we may consider it necessary to take steps to prevent you taking part in Business Meetings in the future.

Prohibited Activities

You are prohibited from acquiring 2% equity, voting, revenue, income, profit, loss or other economic interest in, any Competitive Business, or providing the same services you provide to Company to a Competitive Business.