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See below some of the key aspects of responsibilities for officers and insiders of an Issuer.  These policies have been provided to all Directors, Officers and key personnel of Empower Clinics Inc.

Duties of Directors and Officers

The following is a very brief description of the duty of loyalty (or “fiduciary duty”) and the duty of care

owed by directors and officers to the Company.].

The CBCA sets out the fiduciary duty and the duty of care as follows:

• Fiduciary duty. To act honestly and in good faith with a view to the best interests of the Company.

• Duty of care. To exercise the care, diligence and skill that a reasonably prudent person would

exercise in comparable circumstances.

There are numerous components of the fiduciary duties which are often specific to certain situations or

events. The following discussion addresses some of the more common.

Confidentiality

Directors and officers owe a duty of confidentiality to the Company and must maintain the confidentiality

of all information they receive regarding the Company and its business. The courts have held that it is a

breach of fiduciary duty for a director or officer to give confidential information belonging to or about the

Company to a potential purchaser with a view to the personal profit of the director or officer and not for

the good of the Company, or to a third party, such as a supplier.

Conflicts of Interest

The CBCA sets out a detailed conflict of interest regime covering material (or proposed material) contacts

or transactions in which a director or officer has an interest opposite to the Company, or is a director or

officer of, or has a material interest in, a party acting opposite to the Company.

If an officer or director has a conflict or possible conflict, they must both disclose the conflicting interest

to the Board and abstain from voting when the Board votes on the matter.

The transaction or contract must be approved by a majority vote of the directors entitled to vote on the

matter or a special resolution of the shareholders. The contract or transaction (or proposed contract or

transaction) must be reasonable and fair to the Company at the time of its approval. The CBCA also sets

out a remedial provision giving the courts the express power to:

• set aside an interested contract or transaction on any terms that it thinks fit;

• require the director or officer to account to the Company for any profit or gain realized on it; and

• require an accounting for profits as a standard remedy for breach of fiduciary duty on the part of

directors, officers or other fiduciaries.

Corporate Opportunity

A director or senior officer:

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• is precluded from obtaining for themselves, either secretly or without the approval of the

Company, any property or business advantage belonging to the Company or for which it has been

negotiating, especially where the director or officer participated in the negotiations on the

Company’s behalf; and

• may not usurp or divert to another person with which they are associated a maturing business

opportunity that the Company is actively pursuing.

These prohibitions apply even after resignation if the resignation may have been prompted or influenced

by a desire to acquire the opportunity.

The fiduciary duty test is intensely fact specific. The best way to avoid liability for appropriation of a

corporate opportunity is to give the Company the first option to take up any opportunity.

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The definition of an officer is broad and includes:

• a chair or vice chair of the Company’s board of directors (the “Board”), CEO, CFO, chief operating

officer, president, vice-president, secretary, assistant secretary, treasurer, assistant treasurer and

general manager;

• every individual who is designated as an officer under a by-law or similar authority of the reporting

issuer; and

• every individual who performs functions similar to those normally performed by an individual

referred to above.