Bramble Related Party Transactions Policy

PURPOSE

This policy requires that each Related Party Transaction (as defined below) be considered for approval or ratification in accordance with the guidelines set forth in this policy (i) by the Board of Directors (the “Board”) of Bramble Group Corp. (the “Company”) or (ii) if the Board determines that the approval or ratification of such Related Party Transaction should be considered by all of the disinterested members of the Board, by such disinterested members of the Board by the vote of a majority thereof.
A Related Party Transaction will be entered into or continued only if the Board approves or ratifies the transaction in accordance with the guidelines set out in this policy having determined that the transaction is on terms that are not inconsistent with the best interest of the Company and its shareholders, or if the transaction is approved by the disinterested members of the Board. This policy applies to all Related Party Transactions.
The Board may review this policy from time to time and recommend amendments for consideration and approval by the Board.

DEFINITIONS

“Related Party Transaction” means any financial transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including indebtedness or guarantee of indebtedness) in which:

the aggregate amount involved will or may be expected to exceed $120,000 (USD) in any fiscal year (including any periodic payments or installments due on or after the beginning of the applicable fiscal year and, in the case of indebtedness, the largest amount expected to be outstanding and the amount of annual interest thereon),
the Company or any of its subsidiaries is a participant, and
any Related Party has or will have a direct or indirect interest.

“Related Party" means:

any person who is or at anytime since the beginning of the Company’s last fiscal year was a director or executive officer of the Company;
any shareholder who beneficially owns in excess of 5% of the Company’s outstanding common stock;
a person who is an immediate family member of any director or executive officer(which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in law, and any person other than a tenant or employee sharing the house of such director or executive officer); and
any firm, corporation, charitable organization or other entity in which any of these persons is employed or an officer, general partner or principal or in a similar position or in which the person and all related parties has beneficial ownership interest of 10% or more.

APPROVAL PROCESS

Prior to entering into the Related Party Transaction, the Related Party (or if the Related Party has an immediate family member who is a Related Party) must provide written notice to the Corporate Secretary of the facts and circumstances of the proposed Related Party Transaction. The written notice should include:

the Related Party’s relationship to the Company and the person’s interest in the transaction;
the material terms of the proposed transaction, including the aggregate value or, in the case of in debtedness, the aggregate principal and interest rate;
the benefits to the Company of the proposed transaction;
if applicable, the availability of other sources of comparable products or services; and
as assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party.

The Corporate Secretary will determine whether the proposed transaction is a Related Party Transaction for purposes of this policy and may meet with the relevant business unit or function leader to confirm and supplement the information in the notice. Any proposed transaction determined to be a Related Party Transaction will be submitted to the disinterested members of the Audit Committee for consideration at its next meeting. If the Corporate Secretary, in consultation with the Chief Executive Officer, determines that it is not practical for the Company to wait until the next Board meeting, the Chair of the Board has the authority to act between Committee meetings unless the Chair of the Board is a Related Party in the Related Party Transaction.

The Board will consider all the relevant facts and circumstances, including the benefits to the Company, the potential effect on a director’s independence of entering into the transaction, the availability of other sources for the products or services, the terms of the transaction and the terms available to unrelated third parties generally. The Board may approve Related Party Transactions that it determines in good faith are not in consistent with the best interests of the Company and its shareholders. The Chair of the Board will report to the Board at its next meeting with regard to any approval of a proposed transaction between Committee meetings under this policy. In the event multiple members of the Board, including the Chair of the Board, are Related Parties, the Related Party Transaction will be considered by the disinterested members of the Board in place of the Board.

RATIFICATION

If the Company or a Related Party becomes aware that any Related Party Transaction exists that has not been previously approved or ratified under this policy, it will promptly submit the transaction to the Board or Chair of the Committee or disinterested members of the Board for consideration.

If the Company enters into a transaction that (i) the Company was not aware a Related Party Transaction at the time it was entered into but which it subsequently determines is a Related Party Transaction prior to full performance there of or (ii) did not constitute a Related Party Transaction at the time such transaction was entered into but thereafter becomes a Related Party Transaction prior to full performance thereof, then in either such case the Related Party Transaction shall be presented for consideration in the manner set forth above. The Board or Chair of the Committee or Board will evaluate the transaction considering the criteria set out in the approval process under this policy and will consider all options, including ratification, amendment or termination of the Related Party Transaction.

REVIEW OF ONGOING TRANSACTIONS

At the Board’s first meeting of each fiscal year, the committee will evaluate any continuing Related Party Transactions that have remaining amounts receivable of more than $120,000 to determine if it is in the best interests of the Company and its shareholders to continue, modify or terminate the Related Party Transaction.

DISCLOSURE

All Related Party Transactions will be disclosed to the Board and any material Related Party Transaction will be disclosed to the Board.