Compliance Policy and Procedures

PURPOSE OF THIS POLICY

The purpose of this policy is to educate In Practise (IP 1 Ltd) employees about the rules and regulations associated with the firm's Compliance Policy and Procedure obligations while employed at In Practise.

In Practise employees/consultants who have access to Material Non-Public Information and or Confidential Information are not permitted to use or share that information for purposes of trading/financial gain or for any other purpose except the conduct of our business.

MATERIAL NON-PUBLIC INFORMATION ("MNPI")

1. Material non-public information is information that has not been made public, but which could have an impact on the price of securities. The non-public information must be significant enough to change a company's share price. MNPI can both positively and negatively impact the price of a security. Examples of potential MNPI outline scenarios in which the below information has/had not been previously disclosed to the general public are as follows:
   • The planning or intention to launch an initial public offering, a tender offer, a private placement, a share buyback, or a stock split;
   • Mergers and acquisitions;
   • A corporation's earnings report, (special) dividend announcement or anticipated strategic alternatives;
   • Resignation/Dismissal/Departure/Death of Senior Executive(s);
   • Pending acquisition or disposition of a significant asset or business unit;
   • A pending legal dispute/lawsuit; and
   • Bankruptcy or liquidation of a corporation's assets and holdings.
2. As it pertains to In Practise employees/consultants, all MNPI shall be treated as confidential information and no employee/consultant shall disclose or relay any MNPI information they encounter as an employee/consultant of In Practise.
3. In Practise employees/consultants shall not trade on the basis of MNPI nor disclose MNPI to third parties to enable that third party to trade on the basis of MNPI. In Practise employees/consultants are limited in the securities they may trade.

4. Restricted List

   Upon consummation of a contractual agreement between a client and their target company, In Practise will add the target company to the Firm's Restricted List on the same day the project was received.

   Once the target company has been added to the Restricted List, all "Covered Accounts" of Employees, including accounts of the Employee's children, stepchildren, grandchildren, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in- law, son-in-law, brother-in-law, or sister-in-law, and adoptive relationships (an "Immediate Family Member") residing in his or her household are prohibited from trading in the target company.

   Ten working days following the completion of the client engagement, In Practise will then remove the target company from its Restricted List.

5. Any MNPI shall remain subject of this restriction until 30-days or announcement to the general public by an authorized source or other lawful disclosure.
6. All In Practise personnel are responsible for reporting breaches of this policy to the Compliance Team of In Practise and will be protected under the company's Whistleblower Policy.

WHISTLEBLOWER & ANTI-RETALIATION POLICY

1. In Practise requires its employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. In Practise has an expectation that all employees/consultants operate their duties with honesty and integrity and comply with all applicable laws and regulations. It is the responsibility of all In Practise employees to comply with this policy and to report violations or suspected violations in accordance with this Whistleblower and Anti-Retaliation Policy.

2. Reporting Violations

   If an employee knows of or suspects a violation of applicable laws or regulations, In Practise's Compliance and Procedure Policies, the employee/consultant has an obligation to promptly report that information to the CCO. Examples of alleged MNPI misconduct includes, but is not limited to, the following: allegations of breach of confidentiality; theft; fraud; forgery; misappropriation or misuse of funds or securities; misrepresentation; other inappropriate financial dealings.

3. Anti-Retaliation

   No In Practise employee who in good faith reports a violation of the Compliance and Procedure Policies shall suffer harassment, retaliation or adverse employment consequence. An employee/consultant who does retaliate against a person who has reported a violation in good faith is subject to discipline up to and including termination of employment.

4. Investigations of Suspected Violations

   All reported violations will be promptly investigated by the CCO (or a designee thereof with the authority to do so). The CCO will document the investigation and any remedial actions taken. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. The CCO shall be responsible for communicating to the whistleblower's superiors that they are prohibited in any way from retaliating against the whistleblower for bringing the activities in question to the attention of the Firm.

INSIDER TRADING

1. Insider trading refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, on the basis of MNPI about the security. Insider trading violations may also include "tipping" such information, securities trading by the person "tipped," and securities trading by those who misappropriate such information. Examples of Insider Trading are as follows:
   • Officers, Directors, Employees or Consultants who traded securities after learning of significant, confidential corporate developments;
   • Friends, business associates, family members, and other "tippees" of such Officers, Directors, Employees or Consultants who traded the securities after receiving such information;
   • Insider Trading Compliance and Regulation in the U.S. and EU
2. Both the USA and the EU have strict compliance rules and regulations on the subject of MNPI and insider trading. In general, holders of MNPI may not use this information to their advantage when trading securities. Such action is classified as insider trading and is against the law and punishable by heavy fines. In the USA, trading based on material non-public information is regulated by SEC Rule 10b5-01.

3. Section (a) of SEC Rule 10b5-1 states the following:

   The "manipulative and deceptive devices" prohibited by Section 10(b) of the Act (15 U.S.C. 78j) and § 240.10b-5 thereunder include, among other things, the purchase or sale of a security of any duty of trust or confidence that is owed directly, indirectly, or derivatively, to the issuer of that security or the shareholders of that issuer, or to any other person who is the source of the material nonpublic information.

   Section (b) defines what exactly is meant by the phrase "on the basis of material nonpublic information": […] a purchase or sale of a security of an issuer is "on the basis of" material nonpublic information about that security or issuer if the person making the purchase or sale was aware of the material nonpublic information when the person made the purchase or sale.

4. In the EU, insider trading is regulated by the Market Abuse Regulation (MAR). Pursuant to Art. 14 a) in conjunction with Art. 8 MAR, insider trading and attempted insider trading are prohibited. As an EU regulation, the Market Abuse Regulation is a directly applicable law. However, the national authorities are responsible for the conviction or prosecution of criminal offenses. The term MNPI is not used in the MAR. Instead, the MAR uses the general term "inside information". According to Article Art. 7 (1) MAR, the following items fall under inside information:
   • Information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments; and
   • In relation to commodity derivatives, information of a precise nature, which has not been made public, relating, directly or indirectly to one or more such derivatives or relating directly to the related spot commodity contract, and which, if it were made public, would be likely to have a significant effect on the prices of such derivatives or related spot commodity contracts, and where this is information which is reasonably expected to be disclosed or is required to be disclosed in accordance with legal or regulatory provisions at the Union or national level, market rules, contract, practice or custom, on the relevant commodity derivatives markets or spot markets.

Executive Vetting Process

1. All potential executives are required to take part in a pre-qualification vetting process where In Practise qualifies and/or validates the executive's identity and experience. In Practice conducts a review of any potential Non-Disclosure Agreement(s) with the target company in question and compiles relevant documentation of the executive's experience. Prohibited executives are as follows:
   • Executives with current employment contracts with the target company;
   • Executives who are less than 6-months removed from a target company;
   • Executives with current employment contracts with government or public authorities; and
   • Executives working for customers, suppliers, franchisees, or distributors of a target company are not prohibited to contribute unless the entity is material to the financial performance of the target company.

2. Executive Terms of Engagement

   All selected executives are required to sign terms of engagement which can be viewed here. By signing the Executive Terms, Experts whom in engage with In Practise are required to attest that they will not disclose any MNPI, provide any investment advice, guidance, or infringe on any copyright.

3. Interview and Content Format

   Each executive who consults through In Practise agrees to an attestation read by the client prior to the engagement stating they will not disclose any MNPI. Clients may also read their own custom attestations before speaking to any executive.

   Each interview is approximately a 60-minute phone conversation between the executive and In Practise, in an IP-Hosted Interview, or a qualified In Practise client, in a Client-Hosted Interview. All interviews are recorded and store securely by In Practise before being distributed to clients after three to five business days.

4. Transcript Review Process

   Following the conclusion of each executive interview, In Practise transcription team conducts a three-step review process as follows:

   1. Members of the In Practise transcription and analyst team will review all communications of the interview between the client and execute in or to identify any potential issues or MNPI communications taking place (any content that involves potential MNPI or libelous communications is removed from the transcript);
   2. Following a review of communications, absent any potential issues surrounding MNPI being relayed during the interview, the In Practise CCO will be required to review prior to publication on the platform; and
   3. If no instances of MNPI were identified during steps one and two, the client will then be provided with the expert network interview transcript for a period of 10 regular days for review. During that time period, if the client does not have questions or concerns, the interview will then be published on In Practise's platform.

MNPI & CONTRIBUTOR CONTENT

1. Prior to engaging in formal business activities with In Practise, all Contributors (Executives consulting through the Platform) are required to attest to In Practise that MNPI will not be disclosed or included during the course of the interview process. Additionally, prior to engaging in formal business activities, In Practise will attest to the Contributor that the firm will not procure content or information from the interview process.
2. All Contributor content shall be reviewed by the CCO (or a designee thereof with the authority to do so), who has had undertaken appropriate training and having attested to In Practise's Compliance Policy and Procedures.
3. As outlined in the formal agreement prior to any business activities taking please, Contributors must attest to In Practise that they are aware that In Practise has reserved the right to edit Contributor content for the purposes of removing actual or potential MNPI.

RECORDKEEPING

1. In Practise shall maintain a register of any actual or potential MNPI the firm identifies which includes content removed from the interview/transcript process prior to public distribution. Information logged in this register shall include but not be limited to, the nature in which NMPI was disclosed, the In Practise employee/consultant involved, and other relevant details.

TRAINING AND REVIEW

1. All In Practise personnel shall receive regular training on the proper treatment of MNPI and this policy.
2. This policy shall be subject to periodic review, with advice and guidance from external consultants as may be appropriate.

CONFIDENTIAL INFORMATION

1. In Practise defines Confidential Information as any NMPI that is maintained or otherwise handled by In Practise employees that may be harmful to In Practise, employees or Contributors or others with whom In Practise does business if such information were disclosed to an unauthorized person.
2. In Practise employees/contractors shall take all steps necessary to ensure that Confidential Information is not disclosed or distributed to outside parties. Non-compliance of this requirement will be identified as a breach of the Compliance Policy and Procedures and be subject to disciplinary action which can result in the termination of employment.

PUBLISHING INDEPENDENCE

In Practise is an independent publisher and has no tie with any corporation or institution.