Conflict of Interest Policy

Ocree is a captive Exempt Market Dealer (“EMD”) that has obtained regulatory approval from the Ontario Securities Commission (“OSC”) to offer securities of both third parties and related issuers and distribute securities in commercial real estate. The Firm is wholly owned by Ocree Corporation, the parent company of the Ocree group of companies. Ocree Capital is registered under the securities laws of the provinces of Alberta, British Columbia, and Ontario in the category of exempt market dealer. The Firm also adheres to guidance published by the Canadian Securities Administrators (CSA).

Ocree Capital may be considered a capitive dealer as it currently only offers securities of related issuers. Ocree Corporation is the parent of a group of companies, including Ocree Capital Inc., Ocree Financial Inc., Ocree Services Inc., and Ocree GP Inc. These entities collectively support the organizational strategic vision of Ocree group.

Given the operating model in offering exempt products, Ocree is aware of, and recognizes the potential for actual or perceived conflicts of interest, and the potential negative effects of such conflicts on clients, and more generally, industry confidence.

Ocree must address any existing or potential material conflict of interest in a fair, equitable and transparent manner, and consider the best interests of the client or clients. Any existing or potential material conflict of interest between Ocree and its client(s) that cannot be addressed in a fair, equitable and transparent manner, and in the best interests of the client or clients, must be avoided.

All Ocree personnel, including the members of the Board of Directors, must disclose any outside activities. Individuals are required to consider and address any existing or potential material conflicts of interest between the individual and Ocree and between the individual and Ocree’s client(s).

Ocree recognizes that offering fractionalized real estate investment, through tokenization, from a related issuer may be a source of confusion and perceived conflict. Another potential source of conflict is that Ocree may receive a commission fee from a related issuer which could appear as an incentivization to offer the product that may not be suitable to the client given the limited product offering.

Ocree recognizes that conflicts may arise as the result of future business developments and/or regulatory changes. Consequently, this Conflicts Policy may be amended from time to time to address such changes.