Oversight includes regular reporting to the regulators, approval of exchange rules and periodic oversight examinations of the exchange.The constating documents of Alpha Exchange provide that the Exchange Board will have a minimum of eight and a maximum of 15 directors. (2) Between the hours of 7:00 a.m. and the Opening Call, CLOB orders will be displayed and the COP and the imbalance are disseminated. (a) The exchange has rules, policies, and other similar instruments (Rules) that are designed to appropriately govern and regulate the operations and activities of participants and issuers. (3) The Sponsoring Member shall have the ability to receive an immediate report of the entry and execution of orders entered by the DMA Eligible Client. They are not required to interpret the impact of external political, economic and social developments on their affairs, but if the external development will have or has had a direct effect on their business and affairs that is both material and uncharacteristic of the effect generally experienced as a result of such development by other companies engaged in the same business or industry, Listed Issuers are urged, where practical, to explain the particular impact on them. The Sponsoring Member shall have the capability of rejecting orders that do not fall within the designated parameters of authorized orders for a particular DMA Eligible Client.

(8) A Listed Issuer must post a revised Form 16A in the event of any material change in the information in the current Form 16A as soon as practicable following the material change.A change in the number of shares outstanding is not a material change requiring filing of an amended form unless the issuer is increasing the number of shares it intends to purchase pursuant to subsection (7). Any material change to the pending transaction as announced must be disclosed promptly. It is a private company and a wholly-owned subsidiary of Alpha LP. (4) The securities to be listed must have been issued pursuant to a prospectus qualified by a securities regulatory authority. (1) Unless otherwise provided by the parties to the trade by mutual agreement, trades of OTSs on Alpha must settle on the date fixed for settlement by the exchange on which the security is listed. 3. to Michaelmas 14 Geo. (a) Alpha LP and Alpha GP must establish, maintain, and ensure compliance with policies and procedures that:(i) identify and manage any conflicts of interest arising from their interest in Alpha Exchange, and from the involvement of any partner, director, officer or employee of a limited partner of Alpha LP in the management or oversight of the exchange operations or regulation functions of Alpha Exchange and the services it provides; and(ii) require that information regarding exchange operations or regulation functions, or regarding a Member or Issuer, that is obtained by a partner, director, officer or employee of a limited partner of Alpha LP through their involvement in the management or oversight of exchange operations or regulation functions:(A) be kept separate and confidential from the business or other operations of the limited partner of Alpha LP, except with respect to information regarding exchange operations where disclosure is necessary to carry out the individual's responsibilities for the management or oversight of exchange operations and the individual can and does exercise due care in its disclosure of the information, and(B) not be used to provide an advantage to the limited partner of Alpha LP. If sales are effected through a principal distributor, give brief details of any arrangements with the principal distributor. This information must also be included in the listing statement for the resulting company. (b) Alpha GP must do everything within its control to cause Alpha Exchange to carry out its activities as an exchange recognized under section 21 of the Act and in compliance with Ontario securities law, and to ensure that Alpha LP meets the terms and conditions of recognition applicable to it under this Part II.Each of Alpha LP and Alpha GP must and must cause its subsidiary entities to permit the Commission to have access to and inspect all data and information in its or their possession that is required for the assessment by the Commission of the compliance of Alpha LP and Alpha GP with the terms and conditions of Part II of this Schedule 1, the performance of Alpha Exchange of its exchange operations and regulation functions, and the compliance of Alpha Exchange with the terms and conditions in Part III of this Schedule 1.Alpha Exchange must continue to meet the criteria for recognition. In addition, it must obtain security holder approval for the significant acquisition. (1) Under the heading "Calculation of Net Asset Value",(a) describe how the net asset value of the investment fund is calculated, and(b) state the frequency at which the net asset value is calculated and the date and time of day at which it is calculated. The structure of the ROC, which will be comprised of a majority of independent directors and will have an independent Chair, is in line with the suggestions made in the recent Canadian Foundation for Advancement of Investor Rights (FAIR Canada) Report - "Managing Conflicts of Interest in TSX Listed Company Regulation"All fees imposed by Alpha Exchange will be equitably allocated and will not have the effect of creating unreasonable barriers to access. Regulators' approach to setting these specific standards, and the procedures used to ensure they are met, varies.The OSC has generally imposed a condition in the recognition orders of recognized bodies substantially as follows: "Each officer or director must be a fit and proper person and the past conduct of each officer or director must provide reasonable grounds for belief that such person will perform his or her duties with integrity. (6) Under the sub-heading "Duties and Services to be Provided by the Manager", provide a description of the duties and services that the manager will be providing to the investment fund. (4) If a pending transaction has been announced but has not closed, updates should be provided at least every 30 days, unless the original announcement specifies a specific date on which an update will be given.

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