ABCANN GLOBAL CORPORATION CORPORATE GOVERNANCE POLICIES AND PROCEDURES

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1 ABCANN GLOBAL CORPORATION CORPORATE GOVERNANCE POLICIES AND PROCEDURES OCTOBER 12, 2017

2 LIST OF SCHEDULES A. Board Mandate B. Audit Committee Charter C. Compensation Committee Charter D. Nominating and Corporate Governance Committee Charter E. Position Description Chief Executive Officer F. Position Description Chair of the Board G. Position Description Chair of a Board Committee H. Position Description Individual Directors I. Code of Business Conduct and Ethics J. Insider Trading Policy K. Disclosure Policy L. Social Media Policy

3 INTRODUCTION The board of directors (the Board ) of ABcann Global Corporation (the Company ) is committed to ensuring that it has an effective corporate governance system which: adds value and assists the Company in achieving its goals and objectives; and provides a process and structure for the supervision of the business and affairs of the Company, with the objective of ensuring that the Company operates within applicable legal requirements and achieves the goals and objectives of the Company. The Company has adopted these Corporate Governance Guidelines to guide the Company, its committees, directors and management in the conduct of its business and affairs. The principles contained in the Corporate Governance Guidelines are in addition to, and not in substitution for, any applicable laws, rules, regulations, common law or other contractual provisions. BOARD INDEPENDENCE AND MANDATE The Board Mandate for the Board (Schedule A) defines the role of the Board and governs how the Board will operate to carry out its duties of stewardship and accountability. The Board must have the capacity, independently of management, to fulfill the Board s responsibilities and the structure and composition of the Board attempts to ensure such independence. The Board must also be able to make an objective assessment of management, approve management s strategy and monitor its implementation. Therefore, the Company is committed to the following practices: the recruitment of strong, independent directors, who shall compose a majority of the Board and all of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee; the evaluation of the performance of the Chief Executive Officer, conducted by the Compensation Committee; the operation of a selection and evaluation process, conducted by the Nominating and Corporate Governance Committee; and the conduct of regular meetings of independent directors, without the presence of management or non-independent directors, at every quarterly meeting of the Board, or more frequently as needed. COMMITTEES OF THE BOARD The Company may delegate certain activities of the Board to certain committees created by the Board from time to time. Committees operate and are governed by Committee Charters adopted by the Board. Committees do not take action or make decisions on behalf of the Board unless specifically mandated to do so.

4 - 2 - The current committees of the Board include; the Audit Committee, which is governed by the Company s Audit Committee Charter (Schedule B); the Compensation Committee, which is governed by the Company s Compensation Committee Charter (Schedule C); and the Nominating and Corporate Governance Committee, which is governed by the Company s Nominating and Corporate Governance Committee Charter (Schedule D). POSITION DESCRIPTIONS The Board has developed written position descriptions for each of the Chief Executive Officer (Schedule E), the Chair of the Board (Schedule F), the Chair of each committee of the Board (Schedule G) and individual directors (Schedule H). ORIENTATION AND CONTINUING EDUCATION OF DIRECTORS The Nominating and Corporate Governance Committee, in conjunction with the Chair and the Chief Executive Officer, is responsible for ensuring that new directors are provided with an orientation program, which will include: information regarding the role of the Board, its committees and the duties and obligations of directors; the business and operations of the Company; documents from recent meetings of the Board; and opportunities for meetings and discussion with senior management and other directors. The details of the orientation of each new director will be tailored to that director s individual needs and areas of interest. To facilitate ongoing education of the Company s directors, the Nominating and Corporate Governance Committee will: periodically canvas the directors to determine their training and education needs and interests; arrange ongoing visitation by directors to the Company s facilities and operations; arrange the funding for the attendance of directors at seminars or conferences of interest and relevance to their position as a director of the Company; and encourage and facilitate presentations by outside experts to the Board or committees on matters of particular import or emerging significance.

5 - 3 - ETHICAL BUSINESS CONDUCT AND CONFLICT OF INTERESTS All directors, officers and employees are bound by the Company s Code of Business Conduct and Ethics (Schedule I). All who are affected by the Code of Business Conduct and Ethics review it and directors and officers acknowledge their support and understanding of the Code of Business Conduct and Ethics by signing it annually. The Nominating and Corporate Governance Committee has responsibility for monitoring compliance with the Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics also contains the Company s policies on conflicts of interest. INSIDER TRADING The Company has adopted an Insider Trading Policy (Schedule J). NOMINATION OF DIRECTORS The Nominating and Corporate Governance Committee, operating pursuant to the Nominating and Corporate Governance Committee Charter (Schedule D), will annually review the general and specific criteria applicable to candidates to be considered for nomination to the Board. COMPENSATION OF DIRECTORS AND OFFICERS The Compensation Committee, operating pursuant to the Compensation Committee Charter (Schedule C), will review director compensation annually. The Committee will make recommendations to the Board for consideration when it believes changes in compensation are warranted. ASSESSMENTS OF BOARD, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS The Board, together with the Nominating and Corporate Governance Committee, facilitates assessments of the performance of the Board, its committees and individual directors. DISCLOSURE POLICY The Company has adopted a Disclosure Policy (Schedule K).

6 SCHEDULE A ABCANN GLOBAL CORPORATION (the Company ) BOARD MANDATE (Adopted as of OCTOBER 12, 2017) PURPOSE AND ROLE The fundamental responsibility of the board of directors of the Company (the Board ) is to appoint a competent executive team and to oversee the management and stewardship of the business and affairs of the Company, with a view to maximizing shareholder value and ensuring corporate conduct in an ethical and legal manner via an appropriate system of corporate governance and internal control. Each member of the Board is required to act in the best interests of the Company. The Board delegates to the Company s officers and employees responsibility for the day-to-day management and conduct of the business of the Company and the implementation of the strategic plan approved by the Board. The Board oversees management directly and through its various committees, including the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee. In addition to these committees, the Board may appoint ad hoc committees periodically to address issues of a more short-term nature. At all times, the Board will retain its oversight function and ultimate responsibility for matters that the Board may delegate to committees of the Board. This Board Mandate (this Mandate ) is intended to provide parameters and direction to the Board regarding its responsibilities and principles of governance. This Mandate is in addition to, and is not intended to change, any applicable laws or regulations, or the bylaws of the Company. Any waivers of this Mandate must be approved by the Board. Only the Board may amend the terms of this Mandate. RESPONSIBILITIES Management 1. Setting the policies and principles for the selection of the Chief Executive Officer and the other senior officers of the Company. Selecting, evaluating and, if necessary, terminating such senior officers. 2. Setting the policies and principles for senior officer performance. Directly and/or through its Board committees, assessing the performance of the Chief Executive Officer at least annually. Together with the Chief Executive Officer and/or through its Board committees, assessing the performance of the other senior officers at least annually. Ensuring that reasonable steps are taken to ensure that the Chief Executive Officer has in place adequate programs to recruit, retain, develop and assess the performance of senior management.

7 - A2-3. Reviewing and approving material transactions. 4. Ensuring that management succession planning programs are in place, including programs to recruit management with the highest standards of integrity and competence and train, develop and retain them. The Board is also responsible for reviewing and approving such succession plans including those concerning the current and future organizational structure of the Company. 5. Directly and/or through its Board committees, establishing and updating the Company s executive compensation policy and ensuring that such policy aligns management s interests with those of the Company s shareholders. Corporate Governance 1. Directly and/or through its Board committees, establishing policies for the selection and retention of directors of the Company and determining the composition of committees of the Board. Annually determining those directors proposed to be nominated for election at the next annual meeting of the Company s shareholders. 2. Managing succession planning issues concerning the Board to ensure that it has an appropriate balance in terms of skills and experience. 3. Directly and/or through its Board committees, developing the Company s approach to governance issues. 4. Putting in place appropriate structures and procedures to ensure that the Board can function independently of management. 5. Developing a position description for the Chair and for the Chief Executive Officer. 6. Reviewing annually the performance of the Board and its committees against their respective charters and mandates and disclosing the process in all appropriate public documents. Directly and/or through its Board committees, annually evaluate the performance of individual directors and the performance and independence of the Chair. Strategic Planning 1. Participating directly, and through its committees, in the review, discussion and approval of the Company s strategic plan and annual and short-term corporate objectives. The Board is also responsible for discussing and considering the strategic plan and annually reviewing it, taking into account, among other things, the risks, nature and opportunities associated with the business of the Company. 2. Reviewing and considering the business, operating, financial and other plans proposed by management by which the Company will execute its strategic plan. 3. Providing input to management on emerging trends and issues that may affect the business of the Company, its strategic plan or its annual and short-term corporate objectives.

8 - A3-4. Monitoring the Company s progress in executing its strategic plan and achieving its annual and short-term corporate objectives and overseeing management in changing such strategic plan or objectives in light of changing circumstances affecting the Company or its businesses. 5. Taking action as the Board deems appropriate if the Company does not successfully execute its strategic plan or achieve its annual or short-term corporate objectives or when other special circumstances warrant. Monitoring of Financial Performance/Reporting and Other Financial Matters 1. Reviewing and approving the Company s annual budget presented by management. 2. Reviewing and approving the Company s annual audited financial statements and unaudited interim financial statements and the notes for each, as well as the annual and interim Management s Discussion and Analysis, the Annual Information Form (if applicable), Management Proxy Circular and other public offering documents. 3. Overseeing, directly and through the Audit Committee, the processes implemented to ensure that the financial performance and results of the Company are reported fairly, accurately and in a timely manner in accordance with applicable financial reporting standards and in compliance with legal and regulatory requirements. 4. Overseeing, directly and through the Audit Committee, the process implemented to ensure integrity of the Company s internal control and management information systems. Risk Management 1. Overseeing the processes by which the principal risks of the Company are identified, assessed and managed and for ensuring that appropriate risk management systems are implemented and maintained with a view to achieving a proper balance between risks incurred and the creation of long-term sustainable value to shareholders. Corporate Policies and Procedures 1. Directly and/or through its Board committees, reviewing and approving, and monitoring compliance with, all significant policies and procedures by which the Company and its subsidiaries conduct their business and operations. 2. Set the ethical tone for the Company and foster ethical and responsible decision making by management. 3. Directly and/or through its Board committees, monitoring compliance with the Company s Code of Business Conduct and Ethics. Communications and Reporting 1. Approving and periodically reviewing the Company s Disclosure Policy and other communications policies and procedures that address communications with

9 - A4 - shareholders, employees, financial analysts, governments and regulatory authorities, the media and the communities in which the business of the Company and its subsidiaries is conducted.

10 SCHEDULE B ABCANN GLOBAL CORPORATION (the Company ) AUDIT COMMITTEE CHARTER (Adopted as of OCTOBER 12, 2017) 1. PURPOSE OF THE AUDIT COMMITTEE The Audit Committee (the Committee ) is a standing committee of the board of directors of the Company (the Board ). The role of the Committee is to: (a) (b) (c) assist the Board in its oversight responsibilities by reviewing: (i) the Company s consolidated financial statements, the financial and internal controls and the accounting, audit and reporting activities, (ii) the Company s compliance with legal and regulatory requirements, (iii) the external auditors qualifications and independence, and (iv) the scope, results and findings of the Company s external auditors audit and non-audit services; prepare any report of the Committee required to be included in the Company s annual report or proxy material; and take such other actions within the scope of this Charter as the Board may assign to the Committee from time to time or as the Committee deems necessary or appropriate. 2. COMPOSITION, OPERATIONS AND AUTHORITY Composition The Committee shall be composed of a minimum of three members of the Board. Each member of the Committee shall be independent as determined by the Board in accordance with the applicable requirements of the laws governing the Company, the applicable stock exchanges on which the Company s securities are listed and applicable securities regulatory authorities (collectively, the Applicable Law ). Each member of the Committee shall be financially literate and at least one member of the Audit Committee shall be a financial expert, as such terms are defined by the Applicable Law. Members of the Committee shall be appointed by the Board and continue to be members until their successors are elected and qualified or until their earlier retirement, resignation or removal. Any member of the Committee may be removed by the Board in its discretion. However, a member of the Committee shall automatically cease to be a member of the Committee upon either ceasing to be a director of the Board or, if applicable, ceasing to be independent as required in this Section 2 of this Charter. Vacancies on the Committee will be filled by the Board.

11 - B2 - Authority The authority of the Committee is subject to the provisions of this Charter, the constating documents of the Company, such limitations as may be imposed by the Board from time to time and Applicable Law. The Committee shall have the authority to: (i) retain (at the Company s expense) its own legal counsel and other advisors and experts that the Committee believes, in its sole discretion, are needed to carry out its duties and responsibilities; (ii) conduct investigations that it believes, in its sole discretion, are necessary to carry out its responsibilities; and (iii) take whatever actions that it deems appropriate to foster an internal culture that is committed to maintaining quality financial reporting, sound business risk practices and ethical behavior within the Company. In addition, the Committee shall have the authority to request any officer, director or employee of the Company, or any other persons whose advice and counsel are sought by the Committee, such as members of the Company s management or the Company s outside legal counsel and external auditors, to meet with the Committee or any of its advisors and to respond to their inquiries. The Committee shall have full access to the books, records and facilities of the Company in carrying out its responsibilities. The Committee shall have the authority to delegate to one or more of its members, responsibility for developing recommendations for consideration by the Committee with respect to any of the matters referred to in this Charter. Operations The Board may appoint one member of the Committee to serve as chair of the Committee (the Chair ), but if it fails to do so, the members of the Committee shall designate a Chair by majority vote of the full Committee to serve at the pleasure of the majority of the full Committee. If the Chair of the Committee is not present at any meeting of the Committee, an acting Chair for the meeting shall be chosen by majority vote of the Committee from among the members present. In the case of a deadlock on any matter or vote, the Chair shall refer the matter to the Board. The Committee may appoint a secretary who need not be a director of the Board or Committee. The Chair shall preside at each meeting of the Committee and set the agendas for the Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings as long as they are not inconsistent with any provisions of the Company s constating documents or this Charter. The Committee shall meet (in person or by telephonic meeting) at least quarterly or more frequently as circumstances dictate. As a part of each meeting of the Committee at which the Committee recommends that the Board approve the annual audited financial statements, the Committee shall meet in a separate session with the external auditors and, if desired, with management and/or the internal auditor. In addition, the Committee or the Chair shall meet with management quarterly to review the Company s financial statements and the Committee or a designated member of the Committee shall meet with the external auditors to review the Company s financial statements on a regular basis as the Committee may deem appropriate. The Committee shall maintain written minutes or other records of its meetings and activities, which shall be duly filed in the Company s records.

12 - B3 - Except as otherwise required by the Company s constating documents, a majority of the members of the Committee shall constitute a quorum for the transaction of business and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Committee. The Committee may also act by unanimous written consent in lieu of a meeting. The Chair of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Board. 3. RESPONSIBILITIES AND DUTIES The Committee s primary responsibilities are to: General (a) (b) (c) review and assess the adequacy of this Charter on an annual basis and, where necessary or desirable, recommend changes to the Board; report to the Board regularly at such times as the Chair may determine to be appropriate but not less frequently than four times per year; follow the process established for all committees of the Board for assessing the Committee s performance; Review of Financial Statements, MD&A and other Documents (d) (e) (f) (g) (h) (i) review the Company s financial statements and related management s discussion and analysis and any other annual reports or other financial information to be submitted to any governmental body or the public, including any certification, report, opinion or review rendered by the external auditors before they are approved by the Board and publicly disclosed; review with the Company s management and, if applicable, the external auditors, the Company s quarterly financial statements and related management s discussion and analysis, before they are released; ensure that adequate procedures are in place for the review of the Company s disclosure of financial information extracted or derived from the Company s financial statements other than the disclosure referred to in the two immediately preceding paragraphs and periodically assess the adequacy of such procedures; review the effects of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company; review with the Company s management any press release of the Company which contains financial information; review analyses prepared by management and/or the external auditors setting forth significant reporting issues and judgments made in connection with the preparation of the Company s financial statements;

13 - B4 - External Auditors (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) recommend external auditors nominations to the Board to be put before the shareholders for appointment and, as necessary, the removal of any external auditors in office from time to time; approve the fees and other compensation to be paid to the external auditors; pre-approve all significant non-audit engagements to be provided to the Company with the external auditors; require the external auditors to submit to the Committee, on a regular basis (at least annually), a formal written statement delineating all relationships between the external auditors and the Company and discuss with the external auditors any relationships that might affect the external auditors objectivity and independence; recommend to the Board any action required to ensure the independence of the external auditors; advise the external auditors of their ultimate accountability to the Board and the Committee; oversee the work of the external auditors engaged for the purpose of preparing an audit report or performing other audit, review and attest services for the Company; evaluate the qualifications, performance and independence of the external auditors which are to report directly to the Committee, including (i) reviewing and evaluating the lead partner on the external auditors engagement with the Company, (ii) considering whether the auditors quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditors independence, (iii) determine the rotation of the lead audit partner and the audit firm, and (iv) take into account the opinions of management and the internal audit function in assessing the external auditors qualifications, independence and performance; present the Committee s conclusions with respect to its evaluation of external auditors to the Board and take such additional action to satisfy itself of the qualifications, performance and independence of external auditors and make further recommendations to the Board as it considers necessary; obtain and review a report from the external auditors at least annually regarding the external auditors internal quality-control procedures; material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more external audits carried out by the firm; any steps taken to deal with any such issues; and all relationships between the external auditors and the Company;

14 - B5 - (t) (u) establish policies for the Company s hiring of employees or former employees of the external auditors; monitor the relationship between management and the external auditors including reviewing any management letters or other reports of the external auditors and discussing any material differences of opinion between management and the external auditors; Financial Reporting Process (v) (w) (x) (y) (z) (aa) (bb) (cc) periodically discuss the integrity, completeness and accuracy of the Company s internal controls and the financial statements with the external auditors in the absence of the Company s management; in consultation with the external auditors, review the integrity of the Company s financial internal and external reporting processes; consider the external auditors assessment of the appropriateness of the Company s auditing and accounting principles as applied in its financial reporting; review and discuss with management and the external auditors at least annually and approve, if appropriate, any material changes to the Company s auditing and accounting principles and practices suggested by the external auditors, internal audit personnel or management; review and discuss with the Chief Executive Officer ( CEO ) and the Chief Financial Officer (the CFO ) the procedures undertaken in connection with the Chief Executive Officer and Chief Financial Officer certifications for the interim and annual filings with applicable securities regulatory authorities; review disclosures made by the CEO and CFO during their certification process for the annual and interim filings with applicable securities regulatory authorities about any significant deficiencies in the design or operation of internal controls which could adversely affect the Company s ability to record, process, summarize and report financial data or any material weaknesses in the internal controls, and any fraud involving management or other employees who have a significant role in the Company s internal controls; establish regular and separate systems of reporting to the Committee by management and the external auditors of any significant decision made in management s preparation of the financial statements, including the reporting of the view of management and the external auditors as to the appropriateness of such decisions; discuss during the annual audit, and review separately with each of management and the external auditors, any significant matters arising from the course of any audit, including any restrictions on the scope of work or access to required

15 - B6 - information; whether raised by management, the head of internal audit or the external auditors; (dd) (ee) (ff) (gg) resolve any disagreements between management and the external auditors regarding financial reporting; review with the external auditors and management the extent to which changes or improvements in financial or accounting practices, as approved by the Committee, have been implemented at an appropriate time subsequent to the implementation of such changes or improvements; retain and determine the compensation of any independent counsel, accountants or other advisors to assist in its oversight responsibilities (the Committee shall not be required to obtain the approval of the Board for such purposes); discuss any management or internal control letters or proposals to be issued by the external auditors of the Company; Corporate Controls and Procedures (hh) (ii) (jj) receive confirmation from the CEO and CFO that reports to be filed with Canadian Securities commissions and any other applicable regulatory agency: (a) have been prepared in accordance with the Company s disclosure controls and procedures; and (b) contain no material misrepresentations or omissions and fairly presents, in all material respects, the financial condition, results of operations and cash flow as of and for the period covered by such reports; receive confirmation from the CEO and CFO that they have concluded that the disclosure controls and procedures are effective as of the end of the period covered by such reports; discuss with the CEO and CFO any reasons for which any of the confirmations referred to in the two preceding paragraphs cannot be given by the CEO and CFO; Code of Conduct and Ethics (kk) (ll) review and discuss the Company s Code of Business Conduct and Ethics and the actions taken to monitor and enforce compliance with the Code; establish procedures for: i) the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters; and ii) the confidential, anonymous submission of concerns regarding questionable accounting, internal control and auditing matters; Legal Compliance (mm) confirm that the Company s management has the proper review system in place to ensure that the Company s financial statements, reports, press releases and other financial information satisfy Applicable Law;

16 - B7 - (nn) (oo) (pp) (qq) review legal compliance matters with the Company s legal counsel; review with the Company s legal counsel any legal matter that the Committee understands could have a significant impact on the Company s financial statements; conduct or authorize investigations into matters within the Committee s scope of responsibilities; perform any other activities in accordance with the Charter, the Company s constating documents and Applicable Law the Committee or the Board deems necessary or appropriate; Related Party Transactions (rr) (ss) review the financial reporting of any transaction between the Company and any officer, director or other related party (including any shareholder holding an interest greater than 5% in the Company) or any entity in which any such person has a financial interest; review policies and procedures with respect to directors and officers expense accounts and management perquisites and benefits, including their use of corporate assets and expenditures; Reporting and Powers (tt) (uu) report to the Board following each meeting of the Committee and at such other times as the Board may consider appropriate; and exercise such other powers and perform such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified herein and as may from time to time be delegated to the Committee by the Board. 4. LIMITATION OF RESPONSIBILITY While the Committee has the responsibilities and powers provided by this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management (with respect to whom the Committee performs an oversight function) and the external auditors.

17 SCHEDULE C ABCANN GLOBAL CORPORATION (the Company ) COMPENSATION COMMITTEE CHARTER (Adopted as of OCTOBER 12, 2017) 1. PURPOSE OF THE COMPENSATION COMMITTEE The Compensation Committee (the Committee ) is a standing committee of the board of directors of the Company (the Board ). The role of the Committee is to: (a) (b) (c) (d) review and recommend to the Board the appropriate compensation level for the Company s executive officers; oversee the Company s compensation and benefit plans, policies and practices, including its executive compensation plans and incentive-compensation and equity-based plans; monitor and evaluate, at the Committee s sole discretion, matters relating to the compensation and benefits structure of the Company; and take such other actions within the scope of this Charter as the Board may assign to the Committee from time to time or as the Committee deems necessary or appropriate. 2. COMPOSITION, OPERATIONS AND AUTHORITY Composition The Committee shall be composed of members of the Board, the number of which shall be fixed from time to time by resolution adopted by the Board. Each member of the Committee shall be independent as determined by the Board in accordance with the applicable requirements of the laws governing the Company, the applicable stock exchanges on which the Company s securities are listed and applicable securities regulatory authorities (collectively, the Applicable Law ). Members of the Committee shall be appointed by the Board and continue to be members until their successors are elected and qualified or until their earlier retirement, resignation or removal. Any member of the Committee may be removed by the Board in its discretion. However, a member of the Committee shall automatically cease to be a member of the Committee upon either ceasing to be a director of the Board or, if applicable, ceasing to be independent as required in this Section 2 of this Charter. Vacancies on the Committee will be filled by the Board.

18 - C2 - Authority The authority of the Committee is subject to the provisions of this Charter, the constating documents of the Company, such limitations as may be imposed by the Board from time to time and Applicable Law. The Committee shall have the authority to (i) retain (at the Company s expense) its own legal counsel and other advisors and experts that the Committee believes, in its sole discretion, are needed to carry out its duties and responsibilities, including, without limitation, the retention of a compensation consultant to assist the Committee in evaluating director and executive officer compensation; and (ii) conduct investigations that it believes, in its sole discretion, are necessary to carry out its responsibilities. In addition, the Committee shall have the authority to request any officer, director or employee of the Company, or any other persons whose advice and counsel are sought by the Committee, such as members of the Company s management or the Company s outside legal counsel and independent accountants, to meet with the Committee or any of its advisors and to respond to their inquiries. The Committee shall have full access to the books, records and facilities of the Company in carrying out its responsibilities. The Committee shall have the authority to delegate to one or more of its members, responsibility for developing recommendations for consideration by the Committee with respect to any of the matters referred to in this Charter. Operations The Board may appoint one member of the Committee to serve as chair of the Committee (the Chair ), but if it fails to do so, the members of the Committee shall designate a Chair by majority vote of the full Committee to serve at the pleasure of the majority of the full Committee. If the Chair of the Committee is not present at any meeting of the Committee, an acting Chair for the meeting shall be chosen by majority vote of the Committee from among the members present. In the case of a deadlock on any matter or vote, the Chair shall refer the matter to the Board. The Committee may appoint a secretary who need not be a director of the Board or Committee. The Chair shall preside at each meeting of the Committee and set the agendas for the Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings as long as they are not inconsistent with any provisions of the Company s constating documents or this Charter. The Committee shall have regular meetings (in person or by telephonic meeting) on at least a semi-annual basis or more frequently as circumstances dictate. The Committee shall maintain written minutes or other records of its meetings and activities, which shall be duly filed in the Company s records. The Committee shall meet separately, on at least an annual basis, with the Chief Executive Officer, the vice president of human resources (or similar position) and any other corporate officers as the Board and the Committee deem appropriate to discuss and review the performance criteria and compensation levels of key executive officers. Except as otherwise required by the Company s constating documents, a majority of the members of the Committee shall constitute a quorum for the transaction of business and the act of a

19 - C3 - majority of the members present at any meeting at which there is a quorum shall be the act of the Committee. The Committee may also act by unanimous written consent in lieu of a meeting. The Chair of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Board. 3. RESPONSIBILITIES AND DUTIES The Committee s primary responsibilities are to: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) review the adequacy and form of compensation of the Company s executive officers and ensure that the compensation realistically reflects the risks and responsibilities of such positions; review and recommend to the Board for approval policies relating to compensation of the Company s executive officers and directors; review the performance of the Company s executive officers and recommend annually to the Board for approval the amount and composition of compensation to be paid to the Company s executive officers; review and make recommendations to the Board with respect to pension, stock option and other incentive plans, benefit plans, perquisites and other remuneration matters with respect to the Company s executive officers; review the appointment or discharge of any of the Company s executive officers; review and approve the corporate goals and objectives relevant to compensation of the Chief Executive Officer (the CEO ) and recommend them to the Board for approval, lead the evaluation of the CEO s performance in light of these goals and objectives and recommend the compensation of the CEO based on this evaluation; review the adequacy and form of compensation of directors and ensure that the compensation realistically reflects the responsibilities and risks of such positions and fix the amount and composition of compensation to be paid to members of the Board and the committees thereof; review and assess the Company s compensation and benefit policies programs relating to all employees; review at least annually the corporate goals and objectives of the Company s executive compensation plans, incentive-compensation and equity based plans and other general compensation plans (collectively the Company Plans ), and if appropriate, recommend that the Board amend these goals and objectives; review at least annually the Company Plans in light of the Company s goals and objectives with respect to such plans, and, if the Committee deems it appropriate, recommend to the Board the adoption of new, or the amendment of existing, Company Plans;

20 - C4 - (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) (u) monitor and assess the Company s compliance with the requirements established by the Applicable Law; review executive compensation disclosure prior to public disclosure or filing with any securities regulatory authorities; issue an annual report on executive compensation for inclusion in the Company s public filings, if required by Applicable Law; administer and otherwise exercise the various authorities prescribed for the Committee by any of the Company Plans; review, and if appropriate recommend for approval, any agreements between the Company and the CEO or the Company and its executive officers, including those assessing retirement, termination of employment or other special circumstances, as appropriate; exercise such other powers and perform such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified herein and as may from time to time be delegated to the Committee by the Board; report to the Board on all other matters and recommendations made by the Committee; report to the Board following each meeting of the Committee and at such other times as the Board may consider appropriate; maintain minutes and other records of meetings and activities of the Committee; follow the process established for all committees of the Board for assessing the Committee s performance; and review and assess the adequacy of this Charter on an annual basis and, where necessary or desirable, recommend changes to the Board.

21 SCHEDULE D ABCANN GLOBAL CORPORATION (the Company ) NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER (Adopted as of OCTOBER 12, 2017) 1. PURPOSE OF THE COMPENSATION COMMITTEE The Nominating and Corporate Governance Committee (the Committee ) is a standing committee of the board of directors of the Company (the Board ). The role of the Committee is to: (a) (b) advise and make recommendations to the Board in its oversight role with respect to: (i) the development of the Company s corporate governance policies, principles, practices and processes; (ii) the effectiveness of the Board and its committees; (iii) the contributions of individual directors; (iv) the identification of individuals qualified to become Board members; and (v) the selection of director nominees for election by the shareholders; and take such other actions within the scope of this Charter as the Board may assign to the Committee from time to time or as the Committee deems necessary or appropriate. 2. COMPOSITION, OPERATIONS AND AUTHORITY Composition The Committee shall be composed of members of the Board, the number of which shall be fixed from time to time by resolution adopted by the Board. Each member of the Committee shall be independent as determined by the Board in accordance with the applicable requirements of the laws governing the Company, the applicable stock exchanges on which the Company s securities are listed and applicable securities regulatory authorities (collectively, the Applicable Law ). Members of the Committee shall be appointed by the Board and continue to be members until their successors are elected and qualified or until their earlier retirement, resignation or removal. Any member of the Committee may be removed by the Board in its discretion. However, a member of the Committee shall automatically cease to be a member of the Committee upon either ceasing to be a director of the Board or, if applicable, ceasing to be independent as required in this Section 2 of this Charter. Vacancies on the Committee will be filled by the Board. Authority The authority of the Committee is subject to the provisions of this Charter, the constating documents of the Company, such limitations as may be imposed by the Board from time to time and Applicable Law.

22 - D2 - The Committee shall have the authority to: (i) retain (at the Company s expense) its own legal counsel and other advisors and experts that the Committee believes, in its sole discretion, are needed to carry out its duties and responsibilities; and (ii) conduct investigations that it believes, in its sole discretion, are necessary to carry out its responsibilities. In addition, the Committee shall have the authority to request any officer, director or employee of the Company, or any other persons whose advice and counsel are sought by the Committee, such as members of the Company s management or the Company s outside legal counsel and external auditors, to meet with the Committee or any of its advisors and to respond to their inquiries. The Committee shall have full access to the books, records and facilities of the Company in carrying out its responsibilities. The Committee shall have the authority to delegate to one or more of its members, responsibility for developing recommendations for consideration by the Committee with respect to any of the matters referred to in this Charter. Operations The Board may appoint one member of the Committee to serve as chair of the Committee (the Chair ), but if it fails to do so, the members of the Committee shall designate a Chair by majority vote of the full Committee to serve at the pleasure of the majority of the full Committee. If the Chair of the Committee is not present at any meeting of the Committee, an acting Chair for the meeting shall be chosen by majority vote of the Committee from among the members present. In the case of a deadlock on any matter or vote, the Chair shall refer the matter to the Board. The Committee may appoint a secretary who need not be a director of the Board or Committee. The Chair shall preside at each meeting of the Committee and set the agendas for the Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings as long as they are not inconsistent with any provisions of the Company s constating documents or this Charter. The Committee shall have regular meetings (in person or by telephonic meeting) on at least a semi-annual basis or more frequently as circumstances dictate. The Committee shall maintain written minutes or other records of its meetings and activities, which shall be duly filed in the Company s records. Except as otherwise required by the Company s constating documents, a majority of the members of the Committee shall constitute a quorum for the transaction of business and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Committee. The Committee may also act by unanimous written consent in lieu of a meeting. The Chair of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Board. 3. RESPONSIBILITIES AND DUTIES The Committee s primary responsibilities are to:

23 - D3 - (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) review the Board committee structure on an annual basis and recommend to the Board any changes it considers necessary or desirable with respect to that committee structure, including (all in consultation with the Chair of the Board): (i) the mandates of each committee; (ii) the criteria for membership on any committee; (iii) the composition of each committee; (iv) the appointment and removal of members from any committee; (v) the operations of each committee, including the ability of any committee to delegate any or all of its responsibilities to a sub-committee of that committee; and (vi) the process for each committee reporting to the Board; review the charters of each committee of the Board, and recommend such changes as are required or desirable; review the Company s corporate governance practices at least annually and recommend appropriate policies, practices and procedures to the Board; review the corporate governance sections to be included in the Company s annual report or proxy material, including the statement of corporate governance practices; develop and recommend to the Board a process for assessing the effectiveness of the Board, as a whole, the committees of the Board and the contribution of individual directors and be responsible for overseeing the execution of the assessment process approved by the Board; evaluate its effectiveness and the effectiveness of its members pursuant to the process for such evaluation approved by the Board; review, as required, the skills, areas of expertise, backgrounds, independence and qualifications of the members of the Board; review, as required, the size and composition of the Board to ensure that there remain an appropriate number of unrelated and independent directors; serve as a forum for individual directors to voice any concerns on matters not readily discussed at regular meetings of the Board; recommend to the Board a system which enables an individual director to engage outside advisers at the Company s expense in appropriate circumstances and with the approval of the Committee; recommend to the Board appropriate criteria for the selection of new directors, periodically review the criteria adopted by the Board and, if deemed desirable, recommend to the Board changes to such criteria; identify and recommend qualified candidates to the Board who meet the selection criteria approved by the Board, and recommend the slate of nominees for election by shareholders at the annual meeting (and in this regard the Committee shall

24 - D4 - have the sole authority to retain and terminate any search firm to be used to identify director candidates or to otherwise assist the Committee in the discharge of its responsibilities, including the sole authority to approve the search firm s fees and other retention terms); (m) (n) (o) (p) (q) (r) (s) (t) (u) (v) (w) recommend to the Board structures and procedures to enable the Board to function independently of management and oversee the development and implementation of any structures and procedures approved by the Board; review the relationship of the Board with management and recommend, where appropriate, limits on management s authority to act without the express approval of the Board; assess shareholder proposals as necessary for inclusion in the management information circular and make appropriate recommendations to the Board; oversee: (i) the development and implementation of orientation programs for new directors; and (ii) continuing education for all directors; monitor and assess the Company s compliance with the requirements established by the Applicable Law; exercise such other powers and perform such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified herein and as may from time to time be delegated to the Committee by the Board; report to the Board on all other matters and recommendations made by the Committee; report to the Board following each meeting of the Committee and at such other times as the Board may consider appropriate; maintain minutes and other records of meetings and activities of the Committee; follow the process established for all committees of the Board for assessing the Committee s performance; and review and assess the adequacy of this Charter on an annual basis and, where necessary or desirable, recommend changes to the Board.

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