Insider Trading Policy and Procedures

1. Purpose and current status

Bridgehampton is assumed to be privately held. Federal insider-trading law can nevertheless apply when personnel obtain material nonpublic information about publicly traded customers, suppliers, partners, lenders, competitors, acquisition targets, or other issuers. This Policy also establishes controls for any present or future Company securities.

2. Covered persons and accounts

This Policy applies to directors, officers, employees, contractors, consultants, and others designated by the Compliance Officer, and to transactions they direct or influence through household members, controlled entities, trusts, partnerships, or nominees.

3. Core prohibition

No covered person may buy, sell, gift, pledge, hedge, recommend, or otherwise transact in a security while aware of material nonpublic information obtained in breach of a duty of trust or confidence. No covered person may tip or communicate such information except for authorized Company business on a need-to-know basis with appropriate confidentiality protection.

4. Material nonpublic information

Information is material if a reasonable investor would likely consider it important or it would significantly alter the total mix of available information. Examples include earnings, forecasts, financings, defaults, mergers, asset sales, major contracts, significant well results, reserve changes, production disruptions, licenses, litigation, cybersecurity incidents, environmental events, government action, and leadership changes. Information is nonpublic until broadly disseminated and sufficient time has passed for market absorption.

5. Public counterparties

Personnel with access to confidential information concerning a public counterparty must not trade that counterparty's securities until Legal confirms the information is public or no longer material. Confidential project names, data rooms, diligence, bids, offtake terms, financing, and joint-venture information must be access-controlled.

6. Company securities and private transfers

Transactions in Company securities must comply with the Certificate, Bylaws, securities law, equity plan, award documents, stockholder agreements, rights of first refusal, and transfer restrictions. Directors and officers must obtain Legal preclearance before a transfer, pledge, derivative, or other disposition of Company securities.

7. Preclearance and restricted lists

The Compliance Officer may place an issuer or transaction on a restricted list and require preclearance by designated personnel. Approval is discretionary, limited in time, and withdrawn automatically if the person becomes aware of material nonpublic information. Preclearance is not personal legal advice.

8. Prohibited transactions

Covered persons may not use derivatives, short sales, hedges, margin arrangements, or pledges to circumvent this Policy. No transaction may be structured through another person or account to avoid a restriction.

9. Rule 10b5-1 plans

If the Company becomes publicly traded, any Rule 10b5-1 plan involving Company securities must be adopted when the person is not aware of material nonpublic information, approved by Legal, satisfy applicable cooling-off, certification, overlapping-plan, single-trade, good-faith, and disclosure requirements, and not be modified or terminated while used to evade the law.

10. Public-company transition controls

Before registration or listing, the Board will adopt quarterly blackout periods, event-specific blackouts, Section 16 procedures, issuer-repurchase controls, preclearance forms, reporting calendars, and a compliant 10b5-1 plan protocol based on then-current SEC and exchange rules.

11. Post-service obligations and reporting

Restrictions continue after service ends while a person remains aware of material nonpublic information. Questions and suspected violations must be reported to Legal or through the Whistleblower channels. Violations may result in discipline, transaction cancellation, disgorgement, damages, and referral to authorities.