Policy No. 2018-005

1.  Objective

To provide guidelines to establish and maintain an alternative dispute resolution system to settle conflicts between the Company and its stockholders or other third parties, including regulatory authorities.

2.  Scope / Coverage

This policy covers all Directors, Officers, Employees and Significant Shareholders, who are involved in any conflict or differences with other third parties.

3.  Definition of Terms

     3.1.  Conflict - a situation wherein a Director, Officer or Employee has or appears to have a direct or indirect personal interest in any transaction, which may deter or influence him/her from acting in the best interests of the Company.

     3.2.  Significant Shareholders – those owning 5% or more of the Company’s outstanding capital stock.

4.  Policy

The Company adopts an alternative dispute resolution in amicably settling conflicts or differences between the Corporation and its stockholders, and the Corporation and third parties, including regulatory authorities.

5.  Guidelines

     5.1.  A neutral third party participates to assist in the resolution of issues between the Company and its stockholders, third parties and regulatory authorities.

     5.2.  The alternative dispute resolution system may include:

            5.2.1.  Arbitration

            5.2.2.  Mediation

            5.2.3.  Conciliation

            5.2.4.  Early neutral evaluation

            5.2.5.  Mini-trial

            5.2.6.  Or any combination thereof, as the Company and the circumstances see fit

      5.3.  Consideration is given to the need to promote candor through:

             5.3.1.  Confidentiality of the process;

             5.3.2.  The policy of fostering prompt, economical, and amicable resolution of disputes in accordance with the principles of integrity of determination by the parties; and

             5.3.3.  The policy that the decision-making authority in the process rests with the parties.