Member’s Code of Conduct Policy

Capital Angel Network Member’s Obligations

Membership in the Capital Angel Network (CAN) is a privilege that is extended on a periodic basis to individual accredited investors (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 the Capital Angel Network.

As a condition precedent to grant, renewal or continuation of Membership, it shall be conclusively presumed that a Member has expressly agreed to abide by the Capital Angel Network Bylaws, Privacy Policy, and CAN Code of Conduct, as they 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 Code of Conduct, each Member must either accept the Code of Conduct or withdraw from the Capital Angel Network.

The purpose of Membership is to provide Members exposure to investment opportunities in early stage companies located, or doing business, in the 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 the Capital Angel Network.

Members are expected to contribute to the operations of the Capital Angel Network. This may include 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.

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

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. The Capital Angel Network 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.

Members are responsible for making individual and independent investment decisions, both as to suitability of an investment and as to amount, if any, invested based on their own individual evaluation of the merits of the proposed investment. Each Member agrees that the Capital Angel Network 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.

Neither the Capital Angel Network 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.

In no way shall the Capital Angel Network, however organized, be deemed to create a joint venture or partnership among its Members, or to create between any fiduciary duty or any other kind of obligations among or between any Members or the Capital Angel Network. Neither the Capital Angel Network 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.

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

The Board can suspend, revoke or terminate the Membership of any Member who, in the sole judgment of the Board fails to comply with the CAN Code of Conduct or 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.:

Decisions regarding the 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 the Capital Angel Network.

CAN Code of Conduct

Members of Capital Angel Network shall comply with the following standards of the Conduct:

● Members shall act with honour, integrity, dignity, diligence and in good faith in order to merit the trust of their peers and of the community.

● Members shall act with honesty, equity and without discrimination towards all individuals in the community.

● Members have an obligation to be ethical in judgement and actions.

● Members shall not take improper advantage of their position as an actual or prospective investor, or advisor.

● Members shall not make improper use of information acquired as an actual or prospective investor, or advisor.

● Members shall promptly inform Capital Angel Network and take measures to properly manage any conflict of interests which may arise.

● Confidential information received by members in the course of considering, making, or advising on an Angel investment remains the property of the person or company from which it was obtained and it is improper for the members to disclose, or allow to be disclosed that confidential information, unless that disclosure has been authorized by that company or person from whom the information is provided, or is required by law.

● Members shall not engage in conduct likely to bring discredit upon their Angel investments, their peers, or Capital Angel Network.

● Members shall not solicit business from other Members, or make a material misrepresentation or omit a material fact in introducing another Member to an investment opportunity. They shall also not solicit business or seek any compensation for presenting an investment opportunity to, or for raising capital from, the Membership of the Capital Angel Network.

● Members have an obligation, at all times, to comply with the spirit, as well as the letter, of the law and with the principles of this Code.