WHISTLE BLOWER POLICY

General

Legible Inc. and its subsidiaries and affiliates (“Legible”, or the “Company”) is committed to lawful and ethical behaviour in all its activities and requires directors, officers, and employees to act in accordance with applicable laws, regulations, and policies and to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. Each representatives of the Company must practice honesty and integrity in fulfilling their responsibilities.

Scope of the Whistle Blower Policy

The Whistle Blower Policy allows for the confidential, anonymous submission by employees, officers, and directors of Legible of any concerns that applicable individuals may have regarding violations or perceived violations. This Policy is approved by the Board of Directors and administered by the Audit Committee.

Under Canadian securities laws, the Audit Committee of Legible is responsible for the integrity of the financial reporting of the Company and for the system of internal controls, the audit process, and monitoring compliance with the financial reporting laws applicable to the Company. The integrity of the financial information of the Company is of paramount importance to the Audit Committee and to the Board of Directors.

Multilateral Instrument 52-110 - Audit Committees ("MI 52-110") outlines certain aspects of audit committee responsibility and the Audit Committee understands the importance of the responsibilities described in Ml 52-110 and intends to comply with such responsibilities to the extent practicable given the nature and stage of the Company’s business. One such responsibility relates to the implementation of procedures for addressing complaints regarding questionable accounting or auditing matters.

Procedure for Reporting Concerns

Applicable individuals are encouraged to submit all good faith concerns and complaints including but not limited to the accuracy and integrity of the Company's accounting, auditing and financial reporting, or internal controls, and concerns, without fear of retaliation of any kind.

The applicable individual should report the matter to the Chair of the Audit Committee (Ms. Shannon Kaustinen), by e-mail at auditchair@legible.com. The applicable individual should describe his or her concern in writing and should include sufficient information to allow the Audit Committee to understand and review the written concern.

In the event the wrongful conduct implicates the Chair of the Audit Committee, or if the reporting individual is not comfortable speaking with, or not satisfied with the response of the foregoing individual, the issue may be reported to another member of the Board of Directors.

If fraud is suspected, a written report should be included in the form of the Fraud Reporting Form presented in Appendix A.

If the applicable individual wishes to remain anonymous, the written communication should clearly indicate this wish for anonymity. All concerns should be forwarded to the Chair of the Audit Committee in a sealed envelope labeled, as follows: "To be opened by the Chair of the Audit Committee only.”

If the applicable individual wishes to discuss any matter with the Audit Committee, this request should be indicated in the submission. To facilitate such a discussion, the applicable individual may include a telephone number at which he or she can be contacted. Any such envelopes received by the Company will be forwarded promptly and unopened to the Chair of  the Audit Committee.

Investigations

Promptly following the receipt of any complaint submitted to the Chair of the Audit Committee, the Audit Committee will investigate the complaint and take appropriate corrective actions.

The Audit Committee has the authority to:

1. conduct any investigation that it considers appropriate, and has direct access to the external auditor of the Company, as well as officers and employees of the Company, as applicable;

2. determine who should perform any investigation procedures including any external party; and,

3. retain, at the Company's expense, special legal, accounting or such other advisors, consultants, or experts it deems necessary in the performance of its duties.

In conducting any investigation, the Audit Committee shall use reasonable efforts to protect the anonymity of the applicable individual.

Records

The Audit Committee will retain as part of its records, any complaints, or concerns for a period of no less than seven years. The Audit Committee will keep a written record of all such reports or inquiries and make quarterly reports to the Board of Directors on any ongoing investigation, which will include steps taken to satisfactorily address each complaint.

  No Retaliation

No director, officer, or employee who makes a good faith report under this Whistleblower Policy, or who cooperates in inquiries, or investigations shall suffer harassment, retaliation, or adverse employment consequence. An employee, or officer who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This Whistleblower Policy is intended to encourage and enable employees, officers, and directors, and others to raise serious concerns within the Company prior to seeking resolution outside the Company.

Any director, officer, or employee who believes that he or she has been subjected to any form of retaliation as a result of making a good faith report under this Whistleblower Policy should immediately report the retaliation to the Chair of the Audit Committee. The Chair of the Audit Committee shall immediately notify the Board of Directors of any such complaint and work with the Board until the matter is resolved.

Acting in Good Faith

Any individual making a complaint concerning a violation or suspected violation of some policy, practice or activity of the Company must act in good faith and have reasonable grounds for believing the information disclosed indicates a violation of a policy, practice, or activity of the Company. Any allegations that prove not to be substantiated and that prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Questions about this Policy

Questions regarding the policy may be directed to the Chair of the Audit Committee, or any other member of the Audit Committee. The members of the Audit Committee are: Ms. Shannon Kaustinen (Chair), Mr. David Van Seters, and Mr. Kaleeg Hainsworth (CEO).

Updated as of: April 16, 2024