CORPORATE GOVERNANCE

Contagious Gaming Corp.’s (“the Company”) Board of Directors (“the Board”) considers good corporate governance a primary factor in the long-term success of the Company which will over time help to ensure shareholder value. As a TSX Venture listed Corporation, the Company is subject to the rules and policies of the TSX-V relating to Corporate Governance. The Board is responsible for supervising the management of the Company’s business and affairs. All business transactions with individuals, corporations or other entities that could potentially, directly or indirectly, be considered to be a related party, must be approved by the Board of Directors regardless of the amount involved.

Audit Committee

The Audit Committee is composed of three Directors: Victor Wells, Charles Shin, and Desmond Balakrishnan. The Committee is appointed by the Board, and the Audit Committee’s responsibility is to:

• Approve the Corporation’s financial statements;
• Ensure the Corporation’s compliance with applicable legal and regulatory requirements;
• Verify the independence, qualifications and appointment of the Corporation’s external auditor;
• Evaluate the performance of the Corporation’s internal auditor and external auditor;
• Review the accounting and financial reporting processes of the Corporation; and
• Oversee audits of the financial statements of the Corporation.