OMH-HealthEdge Holdings, Inc.

ANTI-CORRUPTION, SANCTIONS AND

BUSINESS CONDUCT POLICY

DOCUMENT SUMMARY:

DOCUMENT AMENDMENT RECORD

CHANGE NO. DATE PREPARED BY APPROVED BY BRIEF EXPLANATION

V 1.0 2-Jan-2020 Mallory Gopi Natarajan Initial Document

V1.0 15-April-2021 Nitin Gaur Mallory Reviewed the document and

found No changes

Notice of Distribution This document is available to all employees of Omega Healthcare Management Services Private Limited Any request to update this document must be authorised by Information Security Manager.

Notice of Confidentiality

This document contains proprietary and confidential information of Omega Healthcare Management Services Private Limited The recipient agrees to maintain this information in confidence and not reproduce or otherwise disclose this information to any person outside of the group directly responsible for the evaluation of its contents.

Document Ref No OHM-POL-ISM-46

AUTHOR INFORMATION SECURITY MANAGER

REVIEWED BY NITIN GAUR

OWNER INFORMATION SECURITY MANAGER

APPROVED BY GOPI NATARAJAN

TONE AT THE TOP

Dear Colleagues,

At OMH-HealthEdge Holdings, Inc. (the “Company”), we are committed to the highest standards of integrity

and ethical business conduct. As part of that commitment, we have adopted this Anti-Corruption, Sanctions

and Business Conduct Policy (the “Policy”) which governs the conduct of the Company and all of its

subsidiaries and affiliates, and makes clear that we will strictly comply with all applicable anti-corruption and

trade sanctions laws. With regards to anti-corruption, applicable laws include but not limited to the U.S.

Foreign Corrupt Practices Act, the U.K. Bribery Act, the Indian Penal Code, the Indian Prevention of

Corruption Act, the Indian Companies Act, the Philippines Revised Penal Code, the Philippines Anti-Graft

and Corrupt Practices Act, and all other applicable anti-corruption laws and regulations, each as amended

from time to time (collectively, the “Anti-Corruption Laws”). With regards to trade sanctions, applicable laws

include but not limited to the U.S. Office of Foreign Assets Control (“OFAC”) sanctions regulations, the U.S.

Export Administration Regulations, the U.K. Export Control Act of 2002, and E.U. sanctions regulations

(collectively “Trade Sanctions Laws”).

Under those laws and the Company’s policies, it is strictly prohibited for any employee of the Company, or

any individual or entity working on the Company’s behalf (including representatives, agents, consultants,

intermediaries, and those employed by or working on behalf of subsidiaries or affiliates), to attempt to induce

anyone unlawfully for the benefit of the Company or its subsidiaries or affiliates. This includes offering,

paying, promising to pay, accepting, agreeing to accept, requesting or authorizing the payment of, any

money or anything of value, directly or indirectly, to or from anyone, in order to secure an improper

advantage or induce conduct that amounts to a breach of an expectation that a person will act in good faith,

impartially, or in accordance with a position of trust. These types of payments are in violation of our policies

and will not be tolerated.

The Company’s policies have been designed to prevent violations of the Anti-Corruption Laws and Trade

Sanctions Laws from occurring, to avoid the appearance of wrongdoing, and to enable the Company to

respond promptly and effectively to any inquiries about its conduct. The pages that follow provide a general

guide to anti-corruption and sanctions compliance but do not address every potential scenario that may

implicate issues bearing on compliance with this Policy.

You are required to read this Policy and to abide by its terms. Through this Policy, the Company will actively

and closely monitor the adherence of all of its employees, agents, consultants, and intermediaries to all

applicable Anti-Corruption Laws and Trade Sanctions Laws.

In addition, in an effort to ensure that our policies and procedures are “state of the art,” we will be

undertaking to develop and implement broadly applicable anti-corruption procedures and training. As new

procedures are being implemented, it is important that you keep in close contact with the Compliance

Department and strictly follow the relevant workflow procedures before providing anything of value to an

individual employed by a government sponsored system or facility.

The Company maintains an incident reporting hotline - from the US/External dial: 1 (323) 287 - 8469/ from your

desk in India or the Philippines: dial extension 800 - and email, which is compliance@omegahms.com. Rest

assured that employees will not be subject to reprisals for reporting information about potential problems. If you

have any further questions or concerns, as always please feel free to contact Mallory Gold at

Mallory.Gold@omegahms.com. Thank you for your commitment to this Policy.

Gopi Natarajan, CEO

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ANTI-CORRUPTION, SANCTIONS, AND BUSINESS CONDUCT POLICY

GENERAL PRINCIPLES

The purpose of this Policy is to help you understand and comply with (i) the U.S. Foreign Corrupt Practices Act (“FCPA”); (ii) the United Kingdom Bribery Act (“U.K. Bribery Act”); (iii) the Indian Penal Code, 1860, the Indian Prevention of Corruption Act, 1988, the Indian Companies Act, 2013 (collectively referred to as “Indian Anti-Corruption Laws”); (iv) the Philippines Revised Penal Code, the Philippines Anti-Graft and Corrupt Practices Act (collectively referred to as “Philippines Anti-Corruption Laws”), and other anti-corruption laws that prohibit the offer, promise, payment, request or receipt of anything of value to obtain or retain business or obtain an improper advantage; (v) the potentially applicable trade sanctions, including those imposed by the United States, the United Kingdom, and the European Union, and (vi) the requirements of Company regarding our conduct with respect to employees and third parties, including representatives, agents, consultants, intermediaries, business partners, customers, vendors, and those employed by or working on behalf of the Company and its subsidiaries and affiliates. The Company’s policies are set out below.

We expect and require you to comply with these laws and our policies, which are designed to protect you and the Company from potential liabilities and penalties. Failing to follow these laws and policies may result in any number of serious consequences, including probation, suspension without pay, reduction in salary, termination of employment and restitution, as well as civil and criminal fines and imprisonment.

WE REQUIRE ETHICAL PRACTICES

We will adhere to ethical practices in our business and not attempt to improperly influence others (directly or indirectly) by paying or accepting bribes or kickbacks in any form. We do not permit Company funds, assets or property, nor those of any employees personally, to be used to benefit any individuals, including government officials, our customers, contractors and suppliers illegally or in ways that violate this Policy.

It is our policy to:

• Conduct our business in a manner designed to maintain a culture of honesty and opposition to fraud and corruption;

• Maintain the highest moral, ethical and social standards in our business and activities; • Maintain proper business relationships with all individuals, including government officials,

regardless of whether such relationships are direct or indirect; • Refrain from any business or dealings that may violate, facilitate the violation of, or create the

perceived violation of applicable Anti-Corruption Laws or Trade Sanctions Laws; • Pre-screen any third party intermediary or transaction which may pose heightened sanctions risks

by conducting global compliance database searches (e.g., World-Check); • Require our agents, consultants and other third party intermediaries to comply with this Policy;

and • Enforce this Policy with appropriate disciplinary measures, up to and including termination of

employment or contracts.

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DEFINITIONS For the purposes of this Policy, the following defined terms shall mean the following:

i. “Employee” shall mean any person employed by the Company or its subsidiaries or associates, for any work on a regular, temporary, ad hoc or honorary basis and includes any employee, probationer, trainee by whatever name called, whether employed for remuneration or not, or working on a voluntary basis or otherwise, employed either directly or through an agent, and includes, without limitation, all full time and part- time employees of the Company, interns, independent contractors, and any other contingent workers.

ii. “Third Party” shall mean potential or existing representatives, service provider, intermediary, suppliers, advisors, agents, design partners, custom brokers, consultants, business partners of the Company or its subsidiaries or associates and includes those employed, acting on behalf of, under the supervision or jointly with the Company, its subsidiaries or affiliates.

CONTENTS

This Policy is organized and explained in the following nine (9) sections:

1. The FCPA, UK Bribery Act, Indian Anti-Corruption Laws, and Philippines Anti-Corruption Laws 2. The U.S. Sanctions, U.K. Sanctions, and E.U. Sanctions 3. Gifts, Meals and Entertainment to/from Government Officials and Private Persons 4. Agents – Who They Are and What the Company Requires of Them 5. Procurement Policies and Procedures 6. Conflicts of Interest 7. Charitable and Political Contributions 8. Recordkeeping – Practices, Requirements, and Responsibilities 9. Training, Policy Distribution, Oversight, and Review

We have included questions and answers in each section to help you understand the application of these laws and our policies.

CONTACT INFORMATION

If you have any questions, please contact the Compliance Officer Mallory Gold/ Mallory.Gold@omegahms.com. In addition, the Company maintains an incident reporting hotline for reporting of any suspected violations of Company policies or applicable laws. The contact information is as follows:

From the US/External dial: 1 (323) 287 – 8469

From your desk in India or the Philippines: dial extension 800

E-mail: compliance@omegahms.com.

ANTI-RETALIATION

Those who wish to remain anonymous when reporting violations may choose to do so when filing a report through the Company’s incident reporting hotline. The Company will not take any adverse action against anyone for providing truthful information relating to a possible violation of law or Company policies, and the Company will not tolerate any retaliation against any person asking questions or making good faith

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reports of possible violation of law or Company policies. Anyone who retaliates or attempts to retaliate will be disciplined appropriately, including termination of employment.

Any person who believes that he or she has been retaliated against should file a report with his or her supervisor, the Compliance Officer, or the incident reporting hotline. The Company is dedicated to ensuring that no person suffers any detrimental treatment as a result of refusing to take part in bribery, corruption or sanctions, or reporting of such activities in good faith.

The Compliance Officer shall review all compliance-related whistleblower complaints. Where the Compliance Officer deems further escalation is necessary, he or she should report the complaint to the Company’s Board of Directors. The disposition of such complaints shall be appropriately documented in Company records. If the complaint relates to the Compliance Officer, the Board of Directors shall appoint an independent party to review and investigate the report.

INVESTIGATIONS

Employees must cooperate with internal investigations or government inquiries. Cooperation means providing truthful information and not destroying any potentially relevant documents or records. Employees must not disclose or discuss internal investigations or government inquiries with anyone (including other employees, media, family members, friends etc.).

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SECTION 1

THE U.S. FOREIGN CORRUPT PRACTICES ACT

The Company and its Agents (as defined below) will abide by the provisions of the FCPA. The FCPA prohibits:

• offering, giving or promising to give anything of value;

• to a non-U.S. government official;

• to obtain or retain business, or obtain any improper business advantage.

The Company must:

• keep accurate and complete books and records, and

• maintain proper internal controls.

Penalties for violating the FCPA’s anti-bribery provisions are severe:

• For companies – up to $2 million in fines for each violation or twice the value obtained or loss avoided, whichever is greater; and

• For individuals – up to $100,000 in fines and imprisonment up to 5 years for each violation.

The Company cannot reimburse any fines assessed against individuals and there are even greater penalties for willful violations of the FCPA’s accounting provisions. What is “anything of value”?

It means anything that has value to the recipient. In addition to items such as cash and gifts, it can also include things such as:

• Internships, job offers to non-U.S. government officials and employees at nationally-owned companies, their family members, and friends;

• meals, entertainment (e.g., golf), payment of travel expenses (however, there are limited exceptions for legitimate business purposes, see below); and

• contributions to a political party or charity.

There is no minimum threshold in determining what constitutes “anything of value.”

Any request by a non-U.S. government official for a donation to a political party or charity must be reported to the Compliance Officer. Such donations may not be made without the prior written approval of the Compliance Officer.

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It is important to remember that “anything of value” can include things that benefit a non-U.S. government official’s family members or friends. For example, paying for travel expenses of an official’s relative or making donations to a local school attended by a family member of such an official would be of value to that official. Likewise, a donation to a charity run by an official’s spouse or close friend would be of value to such an official. If you have any questions, you should contact the Company’s Compliance Officer. Who are “non-U.S. government officials”?

They are individuals who:

• work for (or on behalf of) non-U.S. state-owned or nationally-owned companies (e.g., state-run oil companies, state-owned hospitals, etc.); or

• work for (or on behalf of) a non-U.S. government or any of its agencies, whether they have been appointed or elected (e.g., members of the Ministry of Commerce); or

• are candidates for non-U.S. political office, work for political parties or their officials, or a political party itself; or

• work for public international organizations (e.g., the World Bank).

Always consult with the Compliance Officer if you are unsure as to whether a particular company is owned or controlled by a government entity, as ownership interests can change over time. You should treat all individuals (regardless of title or rank) who work for or represent these or similar companies as non-U.S. government officials. What does “obtain or retain business” mean?

Almost everything the Company does in a particular area is probably related to obtaining or retaining our business there, which is why it is so important that we strictly comply with the FCPA.

Obtaining or retaining business is not limited to contract negotiations or awards – in one recent case the court held “obtaining or retaining business” could even cover activities such as paying bribes to tax officials in order to reduce customs and tax liabilities. Recordkeeping Requirements

It is absolutely critical that the Company and all its subsidiaries and affiliates maintain complete books, records, and accounts that, in reasonable detail, accurately and fairly reflect all transactions, including all expenses, disbursements, receipts, and the disposition of assets. We require that you completely and accurately record all Company-related transactions, regardless of the amount involved, so that the purpose and amount of such payments are clear. Making false, misleading or artificial entries in the Company’s books and records, or omitting entries, is a violation of this Policy.

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U.K. BRIBERY ACT

The U.K. Bribery Act prohibits every company which does business with connections to the U.K. and its employees and representatives from giving, offering, or promising bribes to any other person; requesting, agreeing to receive, or accepting bribes from any other person; and bribing foreign officials. Additionally, companies may be held liable for failing to prevent a person or company associated with the Company from committing offenses under the U.K. Bribery Act.

The U.K. Bribery Act is even broader than the FCPA in several ways:

• It prohibits pure commercial bribery (i.e., giving bribes to anyone—not only government officials—is illegal),

• It criminalizes both receiving a bribe and giving a bribe,

• It provides for no exceptions (i.e., facilitation payments are not permissible), and

• It creates strict liability for a company that fails to prevent “associated persons” (i.e., any employee, agents, or subsidiary performing services on the company’s behalf) from paying a bribe.

Penalties for violating the U.K. Bribery Act are severe:

• For companies -- unlimited fines.

• For individuals -- up to ten (10) years imprisonment per offense for responsible persons.

INDIAN ANTI-CORRUPTION LAWS

The Indian Anti-Corruption Laws apply to the Company’s business activities and the activities of its Employees, Agents, consultants, and intermediaries in India.

Anti-corruption laws in India include the Indian Penal Code, 1860, the Indian Prevention of Corruption Act, 1988, the Indian Companies Act, 2013, as well as other applicable laws, regulations, anti-corruption instruments, and judicial interpretations in respect of anti-corruption in India, each as amended from time to time. These laws cover both public and private sector bribery and prohibit both giving and receiving bribes.

The Indian Prevention of Corruption Act (“PCA”) prohibits public servants from accepting or agreeing to accept any gratification for himself or on behalf of any other person for doing or refraining from doing any official act. The PCA further prohibits any person from receiving gratification for illegally influencing a public servant for doing or refraining from doing any official act. Aiding and abetting in any conduct mentioned above is also prohibited, which effectively means that any person who provides, attempt to provide, or facilitate a bribe to a public servant may also punished under the PCA.

The PCA construes “public servants” broadly, which amongst others include persons who receive pay or remuneration from the government, persons in the service of government, persons authorized to perform public or judicial duties, and employees of state-owned, controlled or aided corporations. Notably, India

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courts have ruled that even employees in certain private banks may be considered public servants under the PCA. Furthermore, “gratification” under the PCA is not restricted to pecuniary gratifications or those estimable in money, which again suggests that the term may be construed broadly by regulators.

Additionally, the PCA has been amended to cover within its ambit, commercial establishments and private parties. It prohibits persons giving or promising to give an undue advantage to another person for inducing a public servant to perform his public duty improperly or to reward a public servant for the improper performance of public duty.

However, it may be relevant to highlight that a specific exception has been provided for scenarios wherein a person is compelled to give undue advantage, provided this conduct is reported to a law enforcement authority or investigating agency within 7 (seven) days from giving of such advantage. Also, it may be important to note that PCA also covers transactions wherein undue advantage is given indirectly through a third party.

Similarly, if the above prohibited acts are undertaken by a person associated with a commercial establishment, such commercial establishment including its directors, manager and other officers will also be exposed to consequences (including penal provisions) under the PCA. The PCA clarifies that in such a scenario the capacity in which the person performs services for or on behalf of the commercial organization will not matter i.e. irrespective of such person being an Employee, agent or subsidiary of a commercial organization.

Further, the PCA also prohibits accepting or obtaining or attempting to obtain by any person, from another person (for himself or for any other person) any undue advantage as a motive or reward to induce a public servant by corrupt/ illegal means or by exercise of personal influence to perform or to cause to perform improperly of a public duty or refraining to perform.

The Indian Penal Code (“IPC”) includes broad provisions regarding cheating, dishonesty inducing delivery of property, criminal breach of trust, and others which are interpreted to prohibit bribery and corrupt conduct in both the public and private sectors. Moreover, the IPC prohibits individuals from conspiring with public servants to engage in bribery or corrupt practices, or facilitating, making false representations of, or engaging in concealment of violations of the PCA.

The Indian Companies Act (“ICA”) enacted in 2013 contains a fairly broad definition of prohibited “fraud”, which encompasses bribery and corrupt practices by a company. The ICA also includes several provisions concerning corporate governance, such as statutory auditors’ duty to disclose instances of fraud committed by company employees, the increased responsibilities of the company’s directors, and provisions on the establishment of vigilance mechanisms and audit committees. The ICA has been recently amended to empower the central government, to itself apply to the National Company Law Tribunal to pass an order against the company or persons responsible for the company, if it is of the opinion that there is case of fraud being conducted by any person concerned in the conduct and management of the company.

PHILIPPINES ANTI-CORRUPTION LAWS

The Philippines Anti-Corruption Laws apply to the Company’s business activities and the activities of its employees, agents, consultants, and intermediaries in the Philippines.

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Anti-corruption laws in the Philippines primarily include the Revised Penal Code and the Anti-Graft and Corrupt Practices Act, as well as other applicable laws, regulations, decrees, and judicial decisions, each as amended from time to time. These laws generally prohibit the offer of bribes to, and the acceptance of bribes by, public officials, including indirect payments through third-parties. The laws broadly cover the unlawful provision or acceptance of any gifts or benefits including cash, tangible items, entertainment, loans, favors, and services. The Revised Penal Code (the “RPC”) defines and provides penalties for bribery and corruption of public officials in the Philippines. The RPC broadly defines “public official” as “any person who, by direct provision of the law, popular election or appointment by competent authority, shall take part in the performance of public functions in the government.” Under the RPC, bribery is defined as the offer or provision of a benefit to a public official, directly or indirectly, to induce unjust action or inaction in connection with the performance of official duties. Under the RPC, those who offer, promise, or give a gift or benefit to a public official under circumstances that would make the public official liable for bribery, also commits a punishable offense, even if the offer is not accepted.

The Anti-Graft and Corrupt Practices Act (“AGCPA”) enumerates a series of specific offenses involving corruption of public officials. AGCPA explicitly imposes liability on the person offering the bribe, including, among other examples, gifts or benefits made in connection with a government contract, to secure a government permit or license, to divulge confidential information, or for general influence peddling. AGCPA defines public officials as elected and appointed officials and employees, permanent or temporary, whether classified or unclassified, who receive compensation, even if the compensation is nominal, from the government.

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SECTION 2

TRADE SANCTIONS LAWS

I. UNITED STATES SANCTIONS

OFAC is an office within the U.S. Treasury Department that has responsibility for administrating, implementing, and enforcing economic sanctions. There are two general categories of OFAC sanctions: (1) country-based sanctions programs and (2) list-based sanctions programs.

The country-based programs have broad, country-wide sanctions that target entire countries and territories, including Cuba, Crimea, Iran, North Korea and Syria, which may change from time to time. The OFAC’s list-based sanctions apply to individuals and entities in specific countries (e.g., Belarus, Ivory Coast, Zimbabwe, Ukraine, Myanmar) or those participating in certain activities (e.g., narcotics trafficking or terrorism). OFAC maintains a regularly updated Specially Designated Nationals and Blocked Persons List (“SDN List”), which includes individuals or entities subject to list-based sanctions.

The OFAC sanctions regulations generally prohibit U.S. persons from doing business with countries, individuals or entities that are the targets of OFAC sanctions. The OFAC sanctions regulations also prohibit U.S. persons from “facilitating” activities by a non-U.S. person with sanctioned countries, individuals or entities that would violate the sanctions regulations if conducted by a U.S. person.

OFAC can authorize certain transactions that would be otherwise prohibited through a licensing process or certain codified exceptions.

II. UNITED KINGDOM SANCTIONS

There is no single Act of Parliament that sets out the U.K. sanctions regime. Instead, sanctions are contained in a number of separate U.K. Statutory Instruments. U.K. sanctions apply to any person in the U.K., all U.K. nationals and any entity incorporated or constituted in the U.K.

The U.K. sanctions regime includes embargoes and trade and finance restrictions. Certain items and services are subject to qualified restrictions which require a license before they can be provided. Sanctions may be comprehensive and imposed against a particular country, such as financial sanctions against Afghanistan, Iran, Iraq, Sudan, Zimbabwe and North Korea (among others) that subject the government, all corporate entities and residents of a sanctioned country to an asset freeze. Additionally, sanctions measures may target specific individuals, entities and organizations (including Al-Qaeda and the Taliban). In all cases, the nature of the sanction and the identity of the sanctions targets will be set out in the relevant U.K. legislation. Individuals and entities which are the subject of targeted financial sanctions are also identified in H.M. Treasury’s Consolidated List. Breach of U.K. sanctions is a criminal offence, unless a license or authorization has been obtained from H.M. Treasury as appropriate.

III. EUROPEAN UNION SANCTIONS

The Council of the European Union (the “Council”) has adopted guidelines to impose sanctions within the framework of the Common Foreign and Security Policy (“CFSP”). Sanctions are imposed independently or to implement binding Resolutions of the U.N. Security Council. The E.U. sanctions regime – which are enforced by competent authorities of the E.U. member states – includes arms embargoes, economic and financial sanctions, and restrictions on admission. Sanctions may target governments of third countries, non-state entities or individuals.

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SECTION 3

GIFTS, MEALS AND ENTERTAINMENT

The FCPA and the U.K. Bribery Act allow for small gifts, non-extravagant meals and entertainment or similar items of nominal value, provided that they are not intended to influence the recipient to take, or not take, certain actions in relation to the Company’s business. This Policy recognizes that polite conduct of business in certain countries may require you to make or accept token offerings or non-extravagant meals and entertainment to/from government officials and private persons. Below is information on providing gifts and entertainment to government officials (including employees of state owned companies) and private persons. What types of meals and entertainment can I provide or accept?

You may provide or accept reasonable meals and entertainment in very limited situations, when each of these three conditions are met:

1. the expenses are reasonable, bona fide and related to a legitimate business purpose; 2. the expenses are properly documented and recorded in the Company’s books; and 3. there is no improper motive involved and such meals or entertainment are legal under the local

laws.

All Company-related expenditures involving meals and entertainment by any Employee at the Vice President level or below in excess of US$50 per person, or US$500 in total, (or the same in local currency) must be pre-approved by the relevant workflow procedures, which include the Compliance Officer. All Company-related expenditures involving meals and entertainment by any Employee at the Senior Vice President level in excess of US$100 per person, or US$1000 in total, (or the same in local currency) must be pre-approved by the relevant workflow procedures, which include the Compliance Officer. All Company-related expenditures involving meals and entertainment by any Employee at the Vice President level or below in the aggregated amount in excess of $US1000 (or the same in local currency) within a 12-month period must be pre-approved by the relevant workflow procedures, which include the Compliance Officer. Question: It is customary to give small gifts to our customers in the industry. Is this permissible?

Giving and receiving nominal gifts may be appropriate, provided they are reasonable and customary, do not violate local law, and have been approved by the Compliance Officer in advance. However, giving or receiving a gift in exchange for an advantage to the Company is prohibited. Additionally, gifts of cash or cash equivalent (e.g., gift certificates, gift cards, etc.) are never permissible.

Any gift that exceeds US$75 (or the same in local currency) must be pre-approved by the relevant workflow procedures, which include the Compliance Officer.

All Company-related expenditures involving gifts in the aggregated amount above US$500 within a 12-month period must be pre-approved by the relevant workflow procedures, which include the Compliance Officer.

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Question: Can we pay for government official’s travel?

On a case-by-case basis, the Company may approve paying for travel or related expenses for government officials which meet the following requirements:

1. the expenses are directly related to either: (i) promoting, demonstrating, or explaining our business,products and services, or (ii) the execution of a contract with a government or agency;

2. the expenses are reasonable and bona fide;3. the expenses do not include the official’s family members or friends;4. the expenses are properly documented and recorded in the Company’s books; and5. there is no improper motive involved and the payment of such expenses are legal under the local

laws.

However, prior to offering any invitation to such an event, Company policy requires that you:

1. submit a detailed, written plan describing the event, its agenda, its purpose, and a list of potentialattendees who have or have not been selected by the Company, to the Compliance Officer;

2. state the event’s estimated costs, which must be reasonable and competitively priced;3. confirm that travel reimbursement will be made directly to the providers (i.e. airline, hotel, etc.), or

state the reasons why this is not feasible, and certify that no per diem will be provided;4. advise whether any items such as Company pens, shirts, or other logo items will be given at the

event (if so, they must be documented, reasonable, and of nominal value); and5. obtain the written approval of the Compliance Officer and the manager for your line of business.

All Company-related expenditures, regardless of amount, involving travel of government officials must be pre-approved by the Compliance Officer.

Question: Can we provide Employment/Internships to government officials?

On occasion, Government Officials or the Company’s business partners may request that the Company provide internships or employment to certain individuals. Offering internships or employment to Government Officials or the Company’s business partners may be viewed as providing an item of value. If a candidate is interviewed for an internship or employment within the ordinary course of filling a position, the Company’s Compliance Officer must be notified of the candidate’s relationship to a Government Official or the Company’s business partner. If a candidate related to a Government Official or the Company’s business partner is interviewed outside of the ordinary course of filling a position, any internship or employment offer must be pre-approved by the Company’s Compliance Officer.

Question: What is a facilitation payment, and are they allowed?

A facilitation payment is the payment of a relatively small sum to a low-level official in order to secure a routine action or service that an individual is entitled to (e.g., routine processing of government papers such as a visa or permit). Facilitation payments are not permitted, whether they are made directly by Company Employees or on their behalf.

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SECTION 4

AGENTS

At times the Company uses third parties and associated persons to perform services on our behalf.

In this Policy, these types of third parties and associated persons are referred to as “Agents”, and include:

• marketing agents and consultants;

• sales agents;

• lawyers, accountants and consultants;

• customs agents, freight forwarders, shipping agents, and travel agents; and

• any other individuals or companies who may act on behalf of the Company or perform servicesfor the Company.

Question: Is the Company responsible for the actions of its Agents?

Yes, if we know or have reason to believe an Agent is making improper payments on the Company’s behalf, the Company may be held responsible for the Agent’s actions. Therefore, it is important for each of us to be alert for signs that are often associated, bribery, corruption, and sanctions violations. Such signs are called “red flags” and are discussed more fully below. Acting with willful blindness by “looking the other way” or “burying your head in the sand” and ignoring red flags may be sufficient to establish knowledge.

Since the illegal or improper actions of Agents can have serious and detrimental consequences for the Company and its personnel, we require that our Agents are made aware of and directed to comply with the principles in this Policy and all applicable laws.

Question: What is required prior to hiring an Agent?

The Company is committed to taking a proportionate and risk-based approach to due diligence of its Agents. Accordingly, before an Agent performs any services for the Company, the retention of such Agent must be approved by the Compliance Officer or his or her designee. The Compliance Officer or his or her designee will conduct a risk assessment and risk-based due diligence of the Agent and its activities.

All services provided by an Agent must be memorialized in a written contract that includes appropriate anti-corruption and compliance representations and warranties and covenants, and no services shall begin until such a written contract has been signed.

Please contact the Compliance Officer for guidance regarding the retention of an Agent.

Employees with signature authority to approve contracts for Agents and payment to Agents must assure themselves that the documentation for such Agent had the Compliance Officer’s (or his or her designee’s) approval before approving such contracts and payments.

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Question: After the Agent is engaged, do I have any additional responsibilities?

Yes, if your job involves reviewing or approving invoices for Agents, you must verify that all charges are properly documented and legitimate. In addition, you must always be aware of potential “red flags” and report these to the Compliance Officer.

Question: What are examples of “Red Flags”?

Red flags are certain actions or facts which should alert a company that there is a high possibility of improper conduct by an Agent. A red flag does not mean that something illegal has happened, but rather that further investigation is necessary. Red flags are highly fact-dependent, but some examples of red flags are:

• an Agent is related to or recommended by a government official;

• an Agent requests that his/her identity be kept secret;

• an Agent requests to have no written contract, or two different versions of the contract;

• invoices are not adequately documented or are higher than normal;

• a government official or their representative demands retention of a particular party or suggeststhat such retention will make it easier to obtain business;

• an Agent requests to be paid in cash, “off-books” or in a third country;

• an Agent has past convictions or charges for violating local laws;

• commissions, fees or bonuses that are out of proportion to the value of services rendered;

• hesitation or refusal to agree to abide by the FCPA, the U.K. Bribery Act, the Indian Anti-Corruption Laws, the Philippines Anti-Corruption Laws, applicable law or this Policy;

• statements like “I don’t have experience in your industry, but I know the right people”;

• has a familial or other relationship that could improperly influence the decision of a third party;

• requests additional commission or fees in order to “facilitate” services or “make the necessaryarrangements”;

• demands lavish entertainment, gifts or travel before commencing contract negotiations or otherservices;

• requests a donation from a customer or a party in a position to influence any potential businessadvantage obtained or retained by the Company;

• comments suggesting that a particular manner of conducting business is "the way business isdone here";

• large amount of petty cash transactions; or

• located in jurisdictions or associated with individuals or entities that are subject to sanctionsregulations under the applicable Trade Sanctions Laws.

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SECTION 5

PROCUREMENT POLICIES AND PROCEDURES

The scope of procurement generally includes the purchase of materials, goods and services for the Company’s own use or consumption.

• Procurement decisions shall be based purely on quality and price, and not on improper influenceor relationship.

• No procurement decisions should be made with the intention of obtaining or providing an improperbusiness benefit.

SECTION 6

CONFLICTS OF INTEREST

A conflict of interest exists when an individual’s personal interests or relationships conflict, or appears to conflict, with the interests of the Company. For example, a conflict of interest could exist if an Employee or an Employee’s immediate family member has a direct or indirect ownership or other financial interest in a supplier, competitor or service provider to the Company, or holds a position as director, officer, legal representative of, or consultant to, a supplier, competitor or service provider to the Company.

To avoid conflicts of interest (or the appearance of conflicts), no Employee the Company may have any business, financial, civic or professional interests outside of the Company that in any way conflict with, or appear to the conflict with, the Employee’s ability to perform his or her duties at the Company with undivided loyalty and to make objective decisions on the Company’s behalf.

Employees must make full disclosure and receive prior approval from senior management before:

• Being employed, engaged, hired or retained by any organization outside the Company on a regularor consulting basis; or

• Engaging any outside organization in which you have a personal interest to undertake any work forthe Company.

If an Employee believes he or she might have a conflict of interest, the employee is required to report it to the Compliance Officer. If a conflict is determined to exist, the Compliance Officer will work with the Employee to determine what, if anything needs to be done to manage the conflict.

SECTION 7

CHARITABLE AND POLITICAL CONTRIBUTIONS

All charitable contributions must be made for a legitimate reason and not with the demand or expectation of a specific business return. The Company’s corporate charitable contributions shall be reviewed in accordance with the relevant workflow.

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The Company is politically unbiased and does not associate with or contribute to any political party. For this reason, you must not use Company resources to support, directly or indirectly, any political party, individual politicians or associates representing a political opinion. For avoidance of a doubt, participation in a government-mandated corporate social responsibility program is not in violation of the Policy.

You are free to make lawful personal contributions, including the provision of services outside working hours, to political parties or candidates. These contributions, however, must not be linked to any business or potential business of the Company. They may not be made with the demand or expectation of a specific business return. In addition, you cannot use your job title or company affiliation in connection with political activities unless required by applicable law.

SECTION 8

RECORDKEEPING

Record-Keeping, Accounting & Payment Practices

Company personnel must follow all applicable standards, principles, laws, regulations, and Company practices for accounting and financial reporting. In particular, Company personnel must be timely, complete, and accurate when preparing all required reports and records.

Prior to paying or authorizing any payment, Company personnel should ensure that no part of such payment is to be made for any purpose other than is fully and accurately described in the books and records of the Company. All gifts, hospitality, meals, entertainment, or travel provided to a Government Official must be handled in accordance with Section 3 of this Policy, and must be recorded in writing. No undisclosed or unrecorded accounts of the Company are to be established for any purpose, and false or artificial entries are not to be made in the books and records of the Company for any reason whatsoever. Personal funds must not be used to accomplish what is otherwise prohibited by this Policy or any of the Company's other policies.

The Company requires maintenance of accounting records for all employee reimbursements, travel expenses, meals, and gift expenses, including supporting documentation and required internal approvals. It also requires maintenance of a register of all gift, hospitality, entertainment, and travel expenses incurred by the Company on behalf of Government Officials and private persons, as well as maintenance of records of all charitable, political, or social contribution payments and donation made by the Company. The Finance Department shall be responsible for maintenance of such records.

Financial Control Systems and Accounting Requirements

It is the Company’s policy to maintain accurate, reasonably detailed records that fairly reflect its transactions and disposition of assets. Therefore, Company personnel are prohibited from making any false or misleading statements in Company books and records for any reason. In addition, the Company shall maintain a system of internal accounting controls sufficient to provide reasonable assurances that:

(a) transactions are executed in accordance with management’s general or specificauthorization;

(b) transactions are recorded as necessary: (i) to permit preparation of financialstatements in conformity with generally accepted accounting principles (“GAAP”) or anyother criteria applicable to such statements; and (ii) to maintain accountability for assets;

(c) access to Company assets is permitted only in accordance with management’sgeneral or specific authorization; and

(d) the recorded accountability for corporate assets is compared with the existing assetsat reasonable intervals and appropriate action is taken with respect to any differences.

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Responsibilities

Company personnel shall not make any false or misleading statements in the Company’s books and records for any reason, nor shall they engage in any arrangement or provide any information that results in such prohibited acts.

The Compliance Officer is primarily responsible for the oversight and enforcement of this Policy. The Company may conduct periodic audits of its books and records to monitor compliance with this Policy. In conjunction with the Chief Financial Officer, the Compliance Department shall maintain accounting procedures, financial reporting and controls, and shall design an internal audit program for the Company.

If, at any time, a Company personnel has information or knowledge of any unrecorded or mischaracterized asset or fund, such information must be reported to his or her supervisor, the Compliance Officer, or the Company’s HELPLINE.

These practices, requirements and responsibilities apply to the Company and all subsidiaries and affiliates, wherever they are located.

SECTION 9

TRAINING, POLICY DISTRIBUTION, OVERSIGHT & REVIEW

Training

Each Company Employee must participate in periodic Anti-Corruption, Sanctions, and Business Conduct Policy training conducted or organized by Compliance Officer. The Human Resources Department will keep training attendance records.

Policy Distribution

All Company Employees must receive and review a copy of this Policy. You must sign the Employee Anti-Corruption, Sanctions, and Business Conduct Policy Certification (attached as Exhibit A), certifying that you:

(1) have received and reviewed the Policy;(2) agree to abide by the Policy; and(3) agree to report any potential violations to the Compliance Officer.

Review

The Compliance Officer, along with the Board of Directors, will review, on a regular basis, the implementation and effectiveness of the Company’s compliance and ethics program. The Compliance Officer is also responsible for updating the Policy and training materials on a regular basis.

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EXHIBIT A

EMPLOYEE ANTI-CORRUPTION, SANCTIONS, AND BUSINESS CONDUCT POLICY CERTIFICATION

(TO BE COMPLETED BY ALL EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES)

This is to acknowledge that I have received, read and fully understood the Anti-Corruption, Sanctions, and

Business Conduct Policy (the “Policy”), and agree that the Policy shall constitute a part of the Company’s

labor contract. I agree to comply with all the rules contained therein. I agree to report any potential

violations to my direct manager or the Compliance Officer or through the incident reporting hotline. I will

participate in the Company’s anti-corruption training on an annual basis. I understand that failure to comply

with the Policy, the FCPA, the U.K. Bribery Act, the Indian Anti-Corruption Laws, Philippines Anti-Corruption

Laws, the Trade Sanctions Laws, and other applicable anti-bribery or sanctions laws may result in

immediate termination and prosecution, with penalties including fines and/or imprisonment. Should I have

any questions regarding the Policy or find any deviations or violations, I will contact the Compliance Officer

immediately.

Signature: ___________________________

Name (print): ___________________________

Company: ___________________________

Department: ___________________________

Date: ___________________________

(The signed receipt must be returned to the Human Resources Department and filed in the employee’s

personnel file.)

Delivery Instructions

• Upon initial roll-out of the Policy, all current employees should complete this certification and deliverto the Human Resources.

• New employees should complete this certification immediately upon hiring and deliver to theHuman Resources Department.

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