1.PURPOSE

The purpose of these policies and procedures is to ensure that the Liquid Crowd funding portal (9344-4289 Quebec Inc.) (hereinafter the funding portal) adequately adheres to Regulation 45-110 respecting Start-up Crowdfunding Registration and Prospectus Exemptions.

Thes policies and procedures inform Liquid Crowd staff and other persons authorized to manage the funding portal of the required policies and procedures

2. SCOPE

These policies and procedures apply to all employees of the funding portal.

3.GOALS AND OBJECTIVES FOLLOWED

The goals and objectives followed of this policy are:

• • Protect the platform from unauthorized access or misuse;
  • Maintain the integrity of information;
  • Maintain the availability of information systems and information for service delivery;
  • Comply with regulatory, contractual and legal requirements;

4.FUNDING PORTAL ACCESS POLICY AND PROCEDURE:

a. Policy:

i. The funding portal prevents a person from accessing its platform unless the person acknowledges that the person is accessing a platform of a funding portal that

1.is not registered under securities legislation in any jurisdiction of Canada, and
2.will not, and is not authorized to, provide advice about

a. the suitability of any security for investment by the person, or
b. the merits of any investment;

b. Procedure:

1. Upon first entry to the site, on any page and on every new session, the platform will display an in page pop-up
2. To access the platform, a user must acknowledge by clicking the Je reconnais/I acknowledge button as per image below:

5. FUNDING PORTAL DISCLOSURE POLICY AND PROCEDURE

a. Policy:

i. the funding portal discloses the following on its platform:

1. a statement that the funding portal is not registered under securities legislation in any jurisdiction of Canada and is relying on the exemption from the dealer registration requirement under this Regulation;
2. a statement that the funding portal will hold each purchaser’s assets:

a.separate and apart from the funding portal’s own assets,
b.in trust for the purchaser, and
c.in the case of cash, in a designated trust account at a Canadian financial institution;

3. the policies and procedures that the funding portal will follow for notifying each purchaser if the funding portal becomes insolvent or discontinues operations, and how the funding portal will return a purchaser’s assets.

6. POLICIES AND PROCEDURES FOR HANDLING ASSETS, IN RELATION TO A CROWDFUNDING DISTRIBUTION

a. Policy:

i. the funding portal holds each purchaser’s assets:

1. separate and apart from the funding portal’s own assets,
2.in trust for the purchaser, and
3.in the case of cash, in a designated trust account at a Canadian financial institution;

b. Procedure:

i. The funding portal only allows securities to be purchased exclusively via credit cards

1.The funding portal uses Paysafe as its credit card processor and does not save credit card information on the funding portal’s platform.
2.Once payment is processed via Paysafe, the funds are deposited from Paysafe directly into an in-trust account.
3.The in-trust account at the National Bank of Canada is used exclusively to hold each purchaser’s assets.
4.The bank has been notified that this trust account is used exclusively to hold each purchaser’s assets.
5.The bank has been notified that the funds it holds in trust will be released under the following conditions:

a.Funds will be returned to a purchaser who requests a refund not later than midnight on the 2nd business day after the day on which the purchaser enters into the agreement.
b.Funds will be returned to a purchaser who requests a refund after an amendment to the issuer’s completed Form 45-110F1, by delivering a notice of withdrawal not later than midnight on the 2nd business day after the day on which the

a.funding portal notifies the purchaser of the amendm
b.Funds will be returned to the purchasers if the campaign has not reached its goal within the 90 day campaign period.
c.Funds will be returned to the purchasers if the campaign closes for any reason before it reaches its goal.
d.The proceeds from a campaign, minus the commission paid to the funding portal, will be wired to the issuer no later than 15 days after the closing of the distribution, after:

i.the campaign has reached its minimum target and

1.the issuer decides to close to campaign, or
2.the campaign reaches its 90th day.

7.FORM 45-110F1 AVAILABILITY POLICIES AND PROCEDURES

a. Policy

i.No issuer can start a campaign without submitting a completed and signed Form 45-110F1.

b.Procedure:

i.No campaign can start until the issuer’s completed and signed Form 45-110F1 is made available on the documents tab of the issuers campaign page on the funding portal’s platform.

8.FORM 45-110F1 AND FORM 45-110F2 REQUIREMENT POLICIES AND PROCEDURES

a. Policy:

i.The funding portal prevents a purchaser from subscribing to a crowdfunding distribution unless:

1.the purchaser first completes Form 45-110F2 and
2.confirms that the purchaser has read and understands the issuer’s completed Form 45-110F1

b. Procedure:

i.Once a purchaser selects a number of securities or its equivalent investment amount, he/she is redirected to an online version of Form 45-110F2 that contains the issuer name as well as the type of security.
ii.The purchaser needs to click yes in all boxes and write their first and last name before clicking the [I confirm] button.
iii.The purchaser will then be directed to the payment page.

9. FROM 45-110F1 AMENDMENT POLICIES AND PROCEDURES

Policy:
Upon receiving notice from an issuer that the issuer has amended its completed Form 45-110F1, the funding portal will promptly:
post the amendment on the funding portal’s platform, and
notify each purchaser of the amendment, and of the purchaser’s right to withdraw from the agreement to purchase the security by delivering a notice to the funding portal
Procedure:
Post the amended Form 45-110F1 to the documents tab of the issuers campaign
Send an email notifying each purchaser of the amendment, and of the purchaser’s right to withdraw from the agreement to purchase the security by delivering a notice to the funding portal

PURCHASER WITHDRAWAL NOTIFICATION POLICIES AND PROCEDURES

Policy:
The funding portal will return all assets to a purchaser within 5 business days of receiving a withdrawal notification from a purchaser.
Procedure:
Once a withdrawal notification is received from a purchaser, the funding portal will return all assets to the purchaser by issuing a refund, through the funding portal, directly on the purchaser’s credit card within 5 business days of receiving the withdrawal notification.

FUNDING PORTAL INSOLVENCY OR DISCONTINUATION OF OPERATIONS POLICIES AND PROCEDURES

Policy:
in the event that the funding portal becomes insolvent or discontinues operation:
it will promptly notify the regulator, or securities regulatory authority, and any purchasers for which it holds assets.
it will promptly return assets to those purchasers.
Procedures:
in the event that the funding portal becomes insolvent or discontinues operation
it will promptly notify the regulator, or securities regulatory authority, and any purchasers for which it holds assets by email.
it will promptly return assets to those purchasers by issuing a refund directly on the purchaser’s credit card.