Introduction

1.1 – This Social Media & Communication Policy (the “Policy”) has been approved by the Shareholders (the “Shareholders”) of Blacksync Inc. and is intended to assist all employees, officers, directors, agents and contractors (the “BSNC Representatives”) of Blacksync Inc. and each of its direct and indirect subsidiaries and branches (collectively, the “BSNC”) to maintain the highest standards of ethical conduct in company affairs. This Policy is intended to comply with US and State of Delaware law requirements. This Policy shall be always in compliance with US and State of Delaware laws.

1.2 – This Policy will supersede any other existing BSNC policies relating to social media and applies to all BSNC’s employees who are creating or contributing to blogs, wikis or social networks, discussion forums, or any other kind of social media – whether on www.blacksync.com or otherwise. BSNC recognizes that online collaboration platforms are fundamentally changing the way individuals and organizations communicate, and this Policy is designed to offer practical guidance for responsible, constructive communications via social media channels for employees while protecting the best interests of BSNC. This Policy is also intended to ensure that disclosure or communications made by way of BSNC’s social media accounts are compliant with all laws.

1.3 – This document is designed to help you:

• communicate on social networking platforms as an BSNC employee;
• engage appropriately with audiences online;
• comply with securities laws; and
• be most effective in this up-close-and-personal, ever-changing environment.

Application, Scope and Distribution of this Policy

2.1 – BSNC empowers employees to use social media to facilitate collaboration and innovation. Employees must adhere to the policies in this document and when using social media. It is very important to avoid misusing intellectual property or disclosing any confidential or restricted information. It is important to remember that the rules for proper behaviours outside the internet also apply inside the “online” world. If you are unsure of whether to post, comment or respond on social sites, please contact the General Manager of the Executive Chairman for guidance.

2.2 – Some policy statements included in this document may be implemented differently depending on regional, local, and geographic differences. When in doubt, you may contact the General Manager or the Executive Chairman for guidance.

2.3 – All information contained within this document is subject to any applicable country, state and/or local laws. This Policy will not be interpreted or enforced in any way that would interfere with an employee’s rights under US and State of Delaware laws.

General Social Media Policy

3.1 – Subject to any confidentiality obligation, when you are participating on social networking sites using your personal social media accounts, be transparent that your thoughts are your own if discussing official BSNC business. Use your real identity – no aliases – and disclose your affiliation with BSNC. If you believe your posting might lead to any confusion with viewers about whether you are speaking on behalf of BSNC, you should clearly and specifically state as follows:

• X (formerly Twitter) disclaimer: “These tweets are my own, not BSNC’s”;
• disclaimer for blogs sponsored by BSNC: “Some of the individuals posting to this site, including the moderators, work for BSNC. Opinions expressed here and in
  any corresponding comments are the personal opinions of the original authors, not those of BSNC;
• third-party blog disclaimer: “The opinions expressed in this blog are my own views and not those of BSNC.”

3.2 – Do not commit BSNC to any action unless you have the authority to do so.

3.3 – Do not post any business-related confidential or internal-use-only information (marked “For Internal Use Only”) that you obtain or learn about as part of your job duties with BSNC. Such information includes, but is not limited to: information regarding the development of systems, products, processes and technology; personally identifiable information (such as telephone numbers, Social Insurance numbers, credit and debit card numbers or financial account numbers) of BSNC’s employees, customers, vendors, or competitors; nonpublic financial information; marketing strategies; inventions not yet patented; or other business-related confidential or proprietary information.

3.4 – Respect all copyright and intellectual property laws including those protecting music, videos, text and photographs belonging to BSNC or third parties.

3.5 – If you are representing yourself as an BSNC employee on social networking sites like LinkedIn, you may not provide professional references for any current or former BSNC employee, contractor, vendor, or contingent worker on BSNC’s behalf. However, you may provide a personal reference or recommendation for current or former BSNC employees, contractors, vendors, and contingent workers provided:

• the statements made and information provided in the reference are factually accurate; and
• you include the following disclaimer: “This reference is being made by me in a personal capacity. It is not intended and should not be construed as a reference from Blacksync Inc. or any of its affiliated entities.”

3.6 – Respect privacy; never ask for personal social networking passwords. Although making a “friend” request to colleagues is permitted, a request to obtain their passwords is not. To ensure that the privacy of your personal blogs and social networking sites is preserved, do not ask employees, colleagues, or BSNC job applicants for their personal login passwords.

3.7 – If you manage BSNC’s social media accounts for business and leave your job or the company, you must provide your BSNC manager with the login information to the social media accounts that BSNC owns prior to your departure.

3.8 – Do not post anything that is maliciously false, abusive, threatening or defamatory. You should not post content that is defamatory, discriminatory, harassing, or in violation of BSNC’s policies against discrimination, harassment, or hostility on account of age, race, religion, sex, ethnicity, nationality, disability, or other protected class, status, or characteristic. You should not unlawfully disparage BSNC products or services, or the products or services of our vendors or competitors. Examples of such conduct include offensive posts meant to intentionally harm someone’s reputation and posts that could contribute to a hostile work environment on the basis of age, race, religion, sex, ethnicity, nationality, disability or other protected class, status or characteristic.

3.9 – Do not engage with the news media or industry analysts to discuss official BSNC strategy and/or business on BSNC’s behalf without the General Manager’s or the Executive Chairman’s consultation and approval. To ensure that BSNC communicates with the media in a consistent, timely, and professional manner about matters related to BSNC, consult the Executive Chairman before responding.

3.10 – If you see something online that alleges potentially unlawful or unethical conduct (for example, illegal, unsafe or unethical conduct by an BSNC employee, contractor or vendor), please immediately escalate this event to the Executive Chairman.

Financial Laws and Social Media Policy

4.1 – Respect financial disclosure laws. Be very careful when making statements about BSNC’s financial performance, and do not make statements that in any way could violate provincial securities laws such as the disclosure of material, nonpublic information. For example, it is illegal to communicate or give a “tip” on inside information to others.

4.2 – Without limitation, no employee, officer or director of BSNC other than the Executive Chairman or any other person authorized by the Executive Chairman may post Material Information or continuous disclosure documents on a social media account, including any of BSNC’s social media accounts.

4.3 – Where social media platforms limit the amount of information that may be disseminated (for example, by way of character limits in a single post) consideration should be given to whether communicating in this way may breach US and State of Delaware laws by disseminating misleading or untrue statements.

4.4 – Without limitation, any social media disclosure containing forward-looking information must specify as such.

4.5 – If there is any doubt as to whether information proposed to be disclosed on social media is Material Information versus purely promotional or marketing information, guidance should be sought from the Executive Chairman to avoid making selective disclosure. Employees, officers and directors are reminded that even if selective disclosure of Material Information is inadvertent, it is still an offence under US and State of Delaware laws for which BSNC could be liable.

4.6 – Despite the nature of social media as an informal way of communicating and disseminating information, employees, officers and directors are reminded that disclosure of Material Information or continuous disclosure documents must comply with US and State of Delaware laws. As such, Material Information and continuous disclosure documents disseminated by way of social media must be factual and balanced, giving unfavourable news equal prominence to favourable news.

4.7 – The General Manager is responsible for monitoring BSNC’s social media accounts, including third party postings about BSNC. In the event that information disclosed or posted on one or more of BSNC’s social media accounts is not in compliance with this Policy, the General Manager must coordinate with BSNC’s legal counsel to determine what steps should be taken to remedy such non-compliance.

Enforcement

5.1 – Compliance with BSNC policies is required. Compliance to this Policy is verified through various methods, including but not limited to reports from available business tools, internal and external audits, self assessment, and/or feedback to the policy owner.

5.2 – Noncompliance with this Policy may result in potentially significant reputational and legal risk to BSNC.

5.3 – Compliance with BSNC policies is required. Deviations or noncompliance with this Policy, including attempts to circumvent the stated Policy or process by bypassing or knowingly manipulating the process, system, or data may result in disciplinary actions, up to and including termination.

Definitions

6.1 – For the purposes of this Policy, “social media” means brooms, wikis, social networks, social bookmarking services, user rating services and any other online collaboration, sharing or publishing platform, whether accessed through the web, a mobile device, text logs, micro- blogs, e-newsletters, forums, chat messaging, email or any other existing or emerging communications platform.

Review of this Policy

7.1 – Any report of solicitations to engage in a prohibited act or possible violation of the Policy will be investigated initially by the Compliance Officer. Where the matter is deemed potentially serious it will be promptly reported to the Executive Chairman, and where appropriate, to the law enforcement agencies, and the following procedure will be followed:

• the report will be recorded and an investigative file established. In the case of an oral report, the party receiving the report is also to prepare a written summary;
• the Compliance Officer will promptly commission the conduct of an investigation. The investigation may be conducted by BSNC personnel, or by outside counsel, accountants or other persons employed by the Compliance Officer. The investigation will document all relevant facts, including persons involved, times and dates. The Executive Chairman shall advise the Shareholders of the existence of an investigation;
• the identity of a person filing a report will be treated as confidential to the extent possible, and only revealed on a need-to-know basis or as required by law or court order;
• on completion of the investigation, a written investigative report will be provided by the persons employed to conduct the investigation to the Executive Chairman. If the investigation has documented unlawful, violative or other questionable conduct, the Executive Chairman will advise the Shareholders of the matter;
• if any unlawful, violative or other questionable conduct is discovered, the Executive Chairman shall cause to be taken such remedial action as the Shareholders deems appropriate under the circumstances to achieve compliance with the Policy and applicable law, and to otherwise remedy any unlawful, violative or other questionable conduct. The persons employed to conduct the investigation shall prepare, or cause to be prepared, a written summary of the remedial action taken;
• in each case, the written investigative report (or summary of any oral report), and a written summary of the remedial action taken in response to the investigative report shall be retained along with the original report by or under the authority of the Executive Chairman.

Acceptance

8.1 – By accepting this Policy, directors, officers, employees, family members, consultants and contractors of BSNC accept BSNC’s values and standards and are obliged to comply with them during the contractual relationship with BSNC. Any violation of this Policy will thus be deemed as a severe breach of contract which entitles BSNC to withdraw from the contract unless the directors, officers, employees, family members, consultants and contractors manage after being granted a reasonable period of grace to eliminate / resolve the circumstances / issues which led to non-compliance within such period. However, in case of deliberate or repeated non-compliance or in case BSNC’s business and or reputation might be affected by the non- compliance of the directors, officers, employees, family members, consultants and contractors, BSNC is entitled to withdraw from the contract with immediate effect (i.e. without necessity to allow for a period of grace before withdrawal).

Approval and Amendment

9.1 – This Policy was approved and adopted by the Shareholders. BSNC is committed to reviewing and updating its policies and procedures on a continuing basis. This Policy may be revised, changed, or amended at any time by the Shareholders, and amendment to the Policy will be disclosed promptly to directors, officers, employees, family members, consultants and contractors and will be disclosed publicly in accordance with applicable laws.

Publication of the Policy

10.1 – This Policy will be posted on BSNC’s website at www.blacksync.com. For any further information you may need, related to this document, we kindly invite you to write to the Compliance Team.

Reference

Blacksync Inc.
14 Wall Street, 20th Floor
Manhattan, New York
NY 10005, United States
Registration no. DE-3221551
Last Update: February 28, 2025