Code of Conduct

Members' Code of Conduct

Every member of Angel One Network Inc. signs and abides by the following Members’ Code of Conduct.

Angel One Network Inc. (operating as both “Angel One Investor Network” and “Angel One”) does not provide Members or others with investment advice and does not benefit directly or indirectly from the success or failure of the investments of its Members. As a condition of Angel One Membership, each Member must sign this Members Code of Conduct, which includes a provision that the Member agrees that Angel One shall have no responsibility for the accuracy, completeness or merit of the information presented or the success or failure of any investment decision made by any Member.

1. Membership in Angel One (“Membership”) is a privilege that is extended on a periodic basis to individual accredited investors (individually a “Member” and collectively “Members”), and is subject to periodic renewal, non-renewal, revocation, termination or suspension by the Board of Directors, which shall be elected from time to time by the Members of Angel One (the “Board”).

2. As a condition precedent to the grant, renewal or continuation of Membership, it shall be conclusively presumed that a Member has expressly agreed to abide by Angel One Bylaws and this Members Code of Conduct, as it may be modified from time to time by the Board, and to have expressly acknowledged that Membership may be revoked, terminated, suspended or not renewed by the Board upon the failure of the Member to do so. After any change in the Members Code of Conduct, each Member must either accept the Members Code of Conduct or withdraw from Angel One.

3. The purpose of Membership is to provide Members exposure to investment opportunities in early stage companies predominately located, or doing business, in the Southern Ontario region, including specific investment opportunities presented by other Members, and to provide forums for education and active interchange of information and ideas, regarding the formation, development and financial structuring of early stage companies. The prospective investment opportunities are neither offered by nor endorsed by Angel One.

4. Members must actively participate in the Angel One process in order to share in the benefits of Angel One programs and to make their participation beneficial to other Members. Members are expected to make a significant contribution to the operation of Angel One that may include recruiting new members, actively participating in due diligence, leading an investment opportunity, identifying investment opportunities, and serving on the board of directors or board of advisors of portfolio companies.

5. Members are expected to invest a minimum of $25,000 per year in an Angel One presented companies to remain in good standing.

6. Decisions regarding approval or denial of Membership to any applicant shall be governed by the Board. All decisions are final and as such not subject to appeal.

7. Membership does not create any rights for a Member to participate in any particular investment opportunity that may be the subject of a presentation or other educational meeting. Angel One has no authority or responsibility to accept or reject an investment by any Member in such an opportunity. The issuer, in its sole discretion, may accept or reject any potential investor, based on the issuer’s sole discretion and judgment as to which investors best meet its needs, and subject to other issuer’s provisions or restrictions, such as minimum investment requirements and maximum investment limits. The issuer may accept other investors who are not Members.

8. Members are responsible for making individual and independent investment decisions, both as to the suitability of an investment and as to the amount, if any, invested based on their own individual evaluation of the merits of the proposed investment. Each Member agrees that Angel One shall have no responsibility for the accuracy, completeness or merits of the information presented or the success or failure of any investment decision made by any Member.

9. Neither Angel One nor any Member shall be responsible for any other Member’s due diligence, lack thereof, or reliance thereon. No Member is obligated in any way to share any due diligence with any other Member.

10. In no way shall Angel One, however organized, be deemed to have created a joint venture or partnership among its Members, or to have created any fiduciary duty or any other kind of obligations among or between any of its Members or Angel One. Neither Angel One nor any Member shall have any responsibility or liability for the decision of any other Member or any issuer with respect to individual participation in any investment opportunity.

11. By the execution hereof, each Member expressly waives any right to sue or bring any action of any sort on the basis of any Angel One related educational activity, information sharing or investment screening, investment presentation, or otherwise, against any one or more of Angel One, its employees, volunteers, Board, any Member or any former Member.

12. The Board can suspend, revoke or terminate the Membership of any Member who, in the sole judgment of the Board:

13. Fails to disclose a material fact or makes a material misrepresentation in an application for Membership, regarding any relationship with an investment opportunity or other information sharing,

14. Has or gives the appearance of having a material conflict of interest with Angel One, improperly discloses information presented in confidence to Members, or makes or allows to be made any material use of confidential information presented to Members for the benefit of any persons not Members, or any entity other than the discloser, in a manner that is in conflict with any of the interests of any other Member, Angel One, or the discloser.

15. Improperly solicits business from Members, or makes a material misrepresentation or omits a material fact in introducing another Member to an investment opportunity that has not been presented to other Members in the context of an Angel One educational forum or presentation.

16. Behaves in a manner that materially disrupts Angel One activities or events or, in connection with any Angel One related activities, displays anti-social behaviour toward other Members.

17. Engages in conduct that reflects poorly on Angel One, or which is deemed by the Board to be against the best interests of Angel One.

18. Solicits or accepts any compensation for presenting an investment opportunity to, or for raising capital from, the Membership of Angel One.

19. Decisions regarding the acceptance, revocation, termination, suspension or non-renewal of Membership by the Board are final and not subject to any appeal. The sole recourse any Member has over any disagreement with a Board decision, motion or action, regardless of its scope or nature, is to withdraw from Membership in Angel One. In case of withdrawal from or termination of Membership, dues for that calendar year will be refunded to such Member, pro rated as of the end of the calendar quarter in which such withdrawal takes place.

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