COMPLIANCE POLICY AND PROCEDURES:

Standards of Conduct Policy

POLICY

KabaFusion is committed to conducting its business ethically and in conformance with all federal, state and local laws and regulations, as well as its own Standards of Conduct.

KabaFusion shall develop, maintain, and update as appropriate written Standards of Conduct to provide members of its workforce with guidance on requirements for conduct related to employment or engagement. These standards are to be read in conjunction with those outlined in the Employee Handbook, and other applicable policies (Workplace Conduct and Employment Practices) and programs (see Standards of Conduct and Compliance Program). The Standards of Conduct shall describe important parts of the KabaFusion Corporate Compliance Program (“Compliance Program”) including, but not limited to, the problem resolution process, employee Compliance Hotline, and non-retaliation policy. The Standards of Conduct address specific issues related to reimbursement, financial relationships, quality of care, and other critical areas and are subject to change on a periodic basis. All members of the KabaFusion workforce shall be provided a copy of the Standards of Conduct, acknowledge receipt and participate in education and training sessions at time of hire and on an annual basis which include a thorough review of the document.

PROCEDURE

1. The Corporate Compliance Officer is responsible for the development and periodic update of KabaFusion’ s Standards of Conduct.

2. The KabaFusion Corporate Compliance Committee (“Compliance Committee”) and the Board of Directors shall be responsible for oversight and final approval of the Standards of Conduct.

3. The Standards of Conduct shall be written at a basic reading level, avoiding complex language and excessive legal verbiage. At a minimum, it shall address critical areas such as compliance with laws and regulations, human resource practices, quality of care/service, conflicts of interest, proprietary rights, confidentiality, safety, and reimbursement practices.

4. The Standards of Conduct shall address specific areas of potential noncompliance ( e.g., claims preparation/submission processes, diagnostic/procedural code selections, and financial relationships with physicians).

5. The Standards of Conduct shall address major issues identified by the U.S. Sentencing Commission Guidelines and the Office of Inspector General.

6. Applicable policies and the Standards of Conduct shall be provided to all executives, managers, members of the KabaFusion workforce, and those with whom business is conducted, as appropriate, including representatives, physicians, and independent contractors. A copy shall be provided to all new employees as part of the new employee orientation. All recipients of the document shall sign a receipt that acknowledges: ( a) receiving a copy, (b) reading and understanding the contents, and ( c) agreeing to abide by the provisions of the document.

7. The Human Resources Department, General Managers, department managers and supervisors shall ensure that all members of the KabaFusion workforce receive education and training at time of hire related to the contents of the Standards of Conduct to help them understand how it applies to everyday work situations. The Human Resources Department, General Managers, department managers and supervisors shall ensure that documentation is maintained as evidence for those members of the KabaFusion workforce who have received such education and training and passed the competency exam. In addition, there shall be an annual review of the Compliance Program by all members of the KabaFusion workforce.

8. The Corporate Compliance Officer shall include in his or her report to the Compliance Committee and the Board of Directors the status of training, along with any recommendations for updating or improving the contents of the Standards of Conduct.

9. The Corporate Compliance Officer and Human Resources Manager are responsible for investigation of potential noncompliance with the Standards of Conduct and enforcement of disciplinary action when necessary.

10. Written confidentiality and non-retaliation policies shall be referenced and included as part of the Standards of Conduct for the purpose of encouraging communication and the reporting of incidents of potential noncompliance.

11. The Standards of Conduct shall include instructions on the option of reporting compliance problems or concerns directly to the Corporate Compliance Officer or Human Resources Manager without having such reports being first reported to supervisors or other personnel.

12. The Standards of Conduct shall also address the availability to all employees of a Compliance Hotline for reporting compliance problems or concerns without fear of retribution or retaliation, specifying that calls to the Compliance Hotline may be made anonymously and all calls shall be kept confidential to the extent practicable.

13. The Standards of Conduct shall include a description of the procedures for handling disciplinary problems in accordance with current KabaFusion Human Resources policies and procedures.

Compliance Reporting and
Non-Retaliation

POLICY

KabaFusion recognizes that a critical aspect of the Corporate Compliance Program (“Compliance Program”) is the establishment of a culture that promotes prevention, detection, and resolution of instances of conduct that do not conform to federal, state, and private payor healthcare program requirements, as well as the organization’s ethical and business policies. To promote this culture, KabaFusion has established a problem resolution process and a non-retaliation policy to protect members of the KabaFusion workforce and others who report problems and concerns in good faith. Any form of retaliation or retribution can undermine the problem resolution process and result in a failure of communication channels in the company.

All KabaFusion members of the KabaFusion workforce have an affirmative duty and responsibility for reporting potential noncompliance, with potential violations of laws, regulations, policies, procedures, or KabaFusion’s Standards of Conduct. An open-door policy shall be maintained at all levels of management to encourage members of the KabaFusion workforce to report problems and concerns.

PROCEDURE

l. Procedures Applicable to All Employees

1.1. Individuals who have knowledge of noncompliance, including actual or potential noncompliance with KabaFusion’s Standards of Conduct, Compliance Program Policies and Procedures, or the laws, rules and regulations by which KabaFusion is governed, must immediately report the matter to one of the following: their immediate supervisor, department manager, General Manager/Branch Manager, the Chief Compliance Officer, Corporate Human Resources Manager, a member of the KabaFusion Corporate Compliance Committee (“Compliance Committee”), a member of senior management.

1.2. Knowledge of noncompliance or potential noncompliance with the non-retaliatory section of this policy must be reported directly to the Chief Compliance Officer, Corporate Human Resources Manager, a member of the Compliance Committee, a member of senior management.

1.3. Matters related to personnel issues, employment issues, compensation, benefits, hostile work environment, and discrimination shall be reported to the Human Resources Department or reported as per KabaFusion’s open door policy included in the Employee Handbook.

1.4. If an employee’s concern or problem cannot be satisfactorily resolved, or special circumstances exist, the employee shall report such concern or problem to the ChiefCompliance Officer, Corporate Human Resources Manager, or a member of the Compliance Committee.

2. Procedures Applicable to Management ( executives, vice presidents, directors, managers, and supervisors)

2.1. Senior management must take appropriate measures to ensure that all levels of management support this policy and encourage the reporting of problems and ensure non-retaliation/non- retribution against employees for doing so. At a minimum, the following actions shall be taken and become an ongoing aspect of the management process:

2.1.1. Meet with department/local office staff and discuss the main points within this policy.

2.1.2. Provide all department/local office staff with a copy of this policy.

2.1.3. Discuss this policy at regular staff meetings and at each annual Compliance Program refresher education and training session.

2.1.4. Post a copy of this policy on all employee bulletin boards.

3. Procedures Applicable to the ChiefCompliance Officer

3.1. The Chief Compliance Officer and/or the Corporate Human Resources Manager shall be responsible for the investigation and follow-up of any reported retaliation against an employee.

3.2. The ChiefCompliance Officer and/or the Corporate Human Resources Manager shall report the results of an investigation into reported retaliation to the entity deemed appropriate, such as the Compliance Committee, the CEO or the Board of Directors.

4. Non-Retaliation/Non-Retribution

4.1. Individuals who report potential noncompliance, in good faith, shall not be subjected to retaliation, retribution or discipline for reporting such concern. “Good faith” means the individual is reasonably certain the potential noncompliance actually occurred as he or she is reporting it.

4.2. All members of the KabaFusion workforce are strictly prohibited from engaging in any act, conduct or behavior which results in, or is intended to result in, retaliation or retribution against any member of the KabaFusion workforce for reporting his or her concerns relating to a potential noncompliance of KabaFusion’s Standards of Conduct, its compliance policies, or any of the laws, rules and regulations by which KabaFusion and its local offices are governed.

4.3. Reports of retaliation or retribution for reporting compliance-related concerns shall be investigated thoroughly. Any supervisor, manager or other member of the KabaFusion workforce determined to have violated the prohibition against retribution and retaliation contained in this policy shall be subject to disciplinary action, up to and including termination.

4.4. The non-retribution/non-retaliation provisions of this policy do not permit members of the

KabaFusion workforce to avoid the consequences of their own wrongdoing by reporting such wrongdoing. Disciplinary actions taken against a member of the KabaFusion workforce who reports his or her own wrongdoing shall be a result of the wrongdoing itself, not the reporting of such wrongdoing and, therefore, are not to be considered retaliation or retribution. Self reporting may, however, be taken into account in determining the appropriate disciplinary action to be taken.

4.5. KabaFusion is also obligated to protect the rights of anyone who is accused of an impropriety by a caller. Actions taken in response to call may not become public knowledge within KabaFusion.

False Claims Act

POLICY:

KabaFusion and all members of the KabaFusion workforce, its agents and contractors shall comply with the requirements of all applicable federal and state laws that prohibit the submission of false claims and statements.

DEFINITIONS:

• Agent or Contractor – For the purposes of this policy they are defined as any contractor, subcontractor, agent, or other person who, on behalf ofKabaFusion, furnishes or otherwise authorizes the furnishing of Medicare or Medicaid health care items or services, performs billing or coding functions for KabaFusion, or is involved in monitoring the health care provided by KabaFusion to Medicare and Medicaid recipients.

• Deficit Reduction Act of 2005 (DRA)- Federal law that reforms government spending on domestic entitlement programs. In addition, DRA requires all Medicaid recipient entities to develop and distribute policies outlining federal and state false claims acts, as well as information regarding whistleblower protections and policies to detect and prevent fraud, waste and abuse. (KabaFusion is a Medicaid recipient entity.)

• Federal and State False Claims Act (FCA) – Federal and state civil laws aimed at preventing fraud against the government, including fraudulent billing and fraudulent submission of claims or statements to any federal and state health care program ( e.g., Medicare and Medicaid). Specifically, the FCA prohibits any person or entity from:

■ Knowingly submitting (or causing to be submitted) to the federal or state government a false or fraudulent claim for payment or approval (i.e., submitting a claim to Medicaid which is known to have incorrect information);

■ Knowingly making ( or causing to be made or used) a false record or statement to get a false or fraudulent claim paid or approved by a state Medicaid program, the federal government or its agents, such as fiscal intermediary or other claims processor (i.e., signing a certification claiming that the information being submitted is correct, yet the individual signing it knows it is not correct);

■ Conspiring to defraud the government by getting a false or fraudulent claim allowed or paid (i.e., working with or planning with another party to get a fraudulent claim paid by Medicaid);

and

■ Knowingly making or using ( or causing to be made or used) a false record or statement to conceal, avoid, or decrease an obligation to pay or transmit money or property to the U.S government ( often referred to as a “reverse false claim”).

PROCEDURE:

I. General Principles

1 .1. All members of the KabaFusion workforce, its agents and contractors, whether full-time, part-time or per diem, shall be adequately skilled, educated, instructed and trained in all aspects of the federal and state laws regarding false claims and statements upon hire and annually. (See Attachments A, B, and C) This training shall also include whistleblower protections (see P&P – Compliance Reporting and Non-Retaliation) under applicable federal and state fraud, waste and abuse laws.

1.2. KabaFusion is committed to accuracy and integrity in all its billing, coding, and other reimbursement operations. (See P&P’s – Reimbursement Compliance and Reimbursement Data and Documentation.)

1.2.1. KabaFusion prohibits the intentional submission for reimbursement of any claim that is false, fraudulent, or fictitious. Furthermore, KabaFusion is committed to ensuring against the accidental submission of any claim that is false or inaccurate.

1.2.2. KabaFusion has implemented random audit processes in the electronic information
management system as well as random claim audits by reimbursement supervisors. 1.2.3. All payers’ contracts, requirements and rules are entered properly into the information systems.

1.3. The false claims laws are designed to prevent and detect fraud, waste and abuse in government health care programs.

2. Responsibilities of KabaFusion Workforce, Agents and Contractors

2.1. Adhere to this policy, the KabaFusion Standards of Conduct, and Compliance Program, and all laws, regulations, and guidance applicable to federal, state, and private health care programs which establish guidelines for prohibiting the submission of false claims or statements for payment or approval.

2.1.1. KabaFusion workforce, agents and contractors shall review and successfully pass KabaFusion’s False Claims Act training program upon hire and annually.

2.2. Submit accurate, complete, and truthful claims or statements for payment or approval.

2.3. Maintain the confidentiality of patient information and information related to KabaFusion business operations in accordance with applicable legal and ethical standards.

2. 4 Report any potential noncompliance or ethical issue, including suspected violations of KabaFusion’s policies and procedures or federal or state laws, as required by the Standards of Conduct and Compliance and Ethics Program

2.4.1. Reports can be made to a supervisor, the Chief Compliance Officer, Chief Clinical Officer, Human Resources Manager, a member of the Compliance Committee, a member of the Board of Directors, or to the confidential email reports@lighthouse-services.com or www.lighthouse-services/kabafusion.

2.4.1.1. All emails shall be kept confidential to the extent practicable.

KabaFusion’s non-retaliation policy prevents any adverse action from being taken against callers who make good faith reports to the Compliance Confidential email.

3.Responsibilities of Managers and Supervisors

3 .1. Discuss, educate and train KabaFu sion workforce, its agents and contractors on the FCA and the Compliance Program regularly, and encourage questions from employees.

3.2. Inform their employees that KabaFusion does not tolerate or condone activities that result in or contribute to the submission of false claims to any federal or state health care program.

3.3. Establish an environment in which employees feel comfortable addressing noncompliance or ethical issues without fear of reprisal.

3.4. Evaluate an employee’s adherence to the FCA and Compliance and Ethics Program as part of the annual performance review.

4. KabaFusion’s Responsibilities

4.1. Establish health care compliance program that includes standards of conduct, regular education, an employee hotline, written compliance policies and procedures, regular audits and reviews, workforce background screening, enforcement of standards and disciplinary action, and proper investigation and response to detected violations.

4.2. Train all members of the KabaFusion workforce, its agents and contractors on the contents of the Standards of Conduct and Compliance Program, the use of the Confidential Compliance email, and on compliance and ethics policies and procedures regarding the role of the federal and state False Claims Acts and similar laws, including the individual’s responsibilities to prevent and detect fraud, waste and abuse.

4.3. Disseminate information to the KabaFusion workforce, its agents and contractors regarding the FCA, whistleblower protections under such laws, related administrative remedies, and KabaFusion ‘s commitment to detecting fraud, waste and abuse in federal and state health care programs.

4.3 . I. The federal and state False Claims Acts permit private citizens with knowledge of fraud or attempted fraud against the federal, state or local governments to file a lawsuit on behalf of the government against the person or business that committed or attempted the fraud.

4.3.2. If the action is successful, the individual who brought the lawsuit, known as a “qui tam” plaintiff or a “whistleblower,” may be eligible to receive a portion of the recoveries by the government.

4.4. Ensure that no member of the KabaFusion workforce, its agents or contractors shall be retaliated against for reporting in good faith actual or potential violations of law, regulation or policy. (See P&P – Compliance Reporting and Non-Retaliation.)

4.4.1.1. Remedies for such retaliation under the applicable law may include reinstatement with comparable seniority the employee would have had but for the discrimination, two times the amount of back pay, interest on back pay, or payment for special damages sustained as a result of the discrimination.

4.5. Investigate reports made pursuant to the requirements of the FCA and KabaFusion Standards of Conduct and Compliance and Ethics Program promptly to determine whether a material violation has occurred, and if a material violation has occurred, take appropriate corrective action.

5. Essential Elements of the FCA

5.1. To successfully establish a cause of action under the FCA, the government must prove the following elements:

5. l. l. Intent

5.1.1.1. The entity or individual submitting ( or causing someone else to submit) the false claims or statements must do so knowingly. No proof of a specific intent to defraud is required for a person to act knowingly.

The term “knowingly” under the FCA means the person:

5.1.2. False Claim

5. 1.1.1.1. Has actual knowledge of the falsity of the information;

5.1.1.1.2. Acts in deliberate ignorance of the truth or falsity of the information; or

5. 1.1 .1.3. Acts in reckless disregard of the truth or falsity of the information.

5.1.2.1. There must be a false claim submitted or presented to the government.

5 .1.3. Materiality

A claim is any request or demand for payment submitted to another party if the federal, state or local government covers the cost of any portion of the claim.

5. 1.3.1. Many courts also require as part of a FCA lawsuit that the false information or claim was material (a factor) to the government’s decision to make payment.

5.2. Deadline for filing a civil suit is either:

5 .2.1. Three years after the violation was discovered by the responsible federal official (but not more than ten years after the violation was committed); or

5.2.2. Six years after the violation was committed, whichever is later.

5 .3. Damages and Penalties

5.3.1. Federal and state financial penalties for filing a false claim can total as much as three times (”treble damages”) the amount of the claim, plus fines of $5,500 to $11,000 per claim.

5.3.2. Exclusion from participation in any federal and state government health care programs may result.

5.3.3. Federal and state civil penalties may result, as well as jail time.

5.4. Administrative Remedies

5.4. 1. Other federal administrative laws include the Program Fraud Civil Remedies Act (PFCRA), which allows the government to recover penalties of up to $5,000 per false claim or statement and potentially up to twice the amount of the claim ac portion of the claim detennined to be in violation of the law.

5.4.2. The U.S. Department of Health and Human Services Office oflnspector General (OIG) has an administrative civil penalty authority called the Civil Monetary Penalties Law (CMPL), which authorizes the OIG to seek three times the amount claimed plus up to $10,000 per false claim. OIG may use CMPL authority to go after false claims if the Department of Justice (DOJ) authorizes such use following a decision not to pursue the matter under the FCA.

Fraud, Waste & Abuse

POLICY:

Kabafusion is committed to ethical and legal conduct, by being compliant with all relevant federal and state laws and regulations, and to correcting any wrongdoing wherever it may occur within the organization. This policy documents the protective measures implemented by Kabafusion to detect, correct, prevent and report any suspected fraud, waste or abuse as part of its overall compliance program.


DEFINITIONS:

As defined by Centers for Medicare and Medicaid Services (CMS):
• Abuse – Gross negligence or reckless disregard for the truth in a manner that could result in an unauthorized benefit and/or unnecessary costs, either directly or indirectly.
• Fraud – Intentional deception or misrepresentation of the truth by an individual or individuals, resulting in some unauthorized benefit to the individual(s) or some other person.
• Waste – Over utilization of services or other practices that result in unnecessary costs. This is generally not considered to be caused by criminally negligent actions but rather the misuse of resources.

REFERENCES:

Deficit Reduction Act of 2005
Title 31, United States Code, Sections 3729-3733, False Claims Act
Title 18, United States Code§ 1347, Health Care Fraud Definition
42 Code of Federal Regulations §422.503-4, 423.504-5

PROCEDURE:

  1. The Kabafusion Corporate Compliance Program was developed to detect, correct, prevent and report suspected violations of any law or regulation, whether criminal or non-criminal, for which the organization is, or would be liable. Please refer to the Standards of Conduct, and Compliance Program and all Compliance policies and procedures for further detail.
  2. It is the responsibility of every Kabafusion employee, contractor and agent of the company to abide by applicable laws and regulations and support the KabaFusion’s compliance program and policies and procedures.
  3. All KabaFusion employees are prohibited from committing fraud, waste or abuse, or participating in
    any fraudulent or abusive activities.
  4. All KabaFusion employees shall immediately report any suspected fraud, waste or abuse in accordance with Kabafusion policy. See the Compliance Reporting and Non-Retaliation policy for more detail.KabaFusion employees who do not disclose cases of suspected fraud, waste or abuse or fail to cooperate with an investigation may be subject to disciplinary action, up to and including termination.
  5. KabaFusion has implemented several mechanisms to detect and prevent potential fraud, waste and abuse, including:
  6. KabaFusion Confidential Compliance email: reports@lighthouse-services.com or www.lighthouse-services/kabafusion.
    6.2. Comprehensive compliance training and testing for pharmacy staff, intake staff, billing staff, and outside contractors and agents of the company with billing or collections responsibilities at time of hire and annually.
    6.2.1. Kabafusion maintains a comprehensive compliance training program of training, education, and testing of the below listed policies and procedures:
    6.2.1.l. Kabafusion Policy and Procedures HIPAA
    6.2.1.1.1. “HIPAA Privacy and Confidentiality Training”
    6.2. l .1.2. “HIP AA Security Training”
    6.2.1.2. Kabafusion Policy and Procedures Compliance, Corporate Compliance
    6.2.1.2.1. “Standards of Conduct and Compliance & Ethics Program Training Module”
    6.2.1.3. Kabafusion Policy and Procedure Compliance, The False Claims Act
    6.2.1.3. l. “False Claims Act Training”
    6.2.1.4. Kabafusion Policy and Procedure Compliance, Identity Theft Red Flags
    6.2.1.4.1. “Identify Theft Prevention Program Training Module”
    6.2.1.5. Kabafusion Policy and Procedure Compliance, Fraud Waste and Abuse
    6.2.1.5.1. CMS Fraud, Waste and Abuse Training
    6.2.1.5.2. Medicare Part D Fraud, Waste and Abuse (FWA) Frequently Asked Questions
    6.2.1.5.3. A reference source page containing links to other relevant, public documents, for example, but not limited to:
    6.2.1.5 .3 .1. Medicare Part D Compliance Training PowerPoint for Blue Shield Pharmacies
    6.2.1.5 .3 .2. CMS Prescription Drug Benefit Manual Chapter 9 – Part D Program to Control Fraud, Waste and Abuse
    6.2.2. Testing includes the following areas, with a minimum passing score of 90% required for each test:
    6.2.2.1. HIPAA Privacy and Security Tests
    6.2.2.2. Standards of Conduct and Compliance Test
    6.2.2.3. False Claims Act Test
    6.2.2.4. Identity Theft Prevention Program Test

KABAFUSION HOLDINGS PHARMACIES Policy and Procedure:

REGULATORY COMPLIANCE:

ACHC: DRX1-7A, DRX2-9A, HIT1-6A, HI12-9A

URAC: [Phann Core 4(a, b, c, d, (i, ii, iii, iv)], [Phann Core 27 (a, b, c, d, e, f)], [Pharm 28(c)]

POLICY:

To ensure compliance with all federal, state, local and private health insurance plan regulations;

KABAFUSION has designed and implemented a Corporate Compliance Program. [Pharm Core 4]

KABAFUSION’s Governing Body (Board of Directors) provides oversight of the program and has designated Corporate Compliance Officer (CCO). [Pharm Core 4 (a)] Corporate Compliance Officer with other staff responsible for compliance monitoring, have responsibility for overseeing the detailed, systematic and comprehensive plan for ensuring the ongoing compliance with all federal, state and private health insurance plans rules and regulations in addition to compliance with operational standards (internal practices and procedures) [PHARM Core4 (b)]

The Compliance Program has been established to ensure that each employee has a clear understanding of their responsibilities and acts accordingly. Each employee has an obligation to know and to abide by the laws, rules, regulations, policies and procedures that are specific to their jobs and to abide by Ethics Policies established by KABAFUSION. [PHARM Core 27 a, b, c, d, e, t)] [PHARM Core 28 (c)]

The goal of KABAFUSION’s Compliance Program is to provide reasonable assurance that KABAFUSION conducts its business activity in full compliance with all federal, state and local laws and regulations by identifying methods and accountabilities to track and review applicable state and federal laws and regulations, including those related to : [PH ARM Core 4 (b (i, ii, iii)]

1. Privacy and security, including the HIP AA; [PHARM Core 4 b (i)]

2. Fraud, waste and abuse; and

3. Functions covered by this URAC/ ACHC accreditation.

The essential elements of the Regulatory Compliance Program include:

• Implementation of adherence to a ll applicable laws, regulations, written policies, procedures

REGULATORY COMPLIANCE:

ACHC: DRX1-7A, DRX2-9A, HIT1-6A, HI12-9A

URAC: [Phann Core 4(a, b, c, d, (i, ii, iii, iv)], [Phann Core 27 (a, b, c, d, e, f)], [Pharm 28(c)]

POLICY:

To ensure compliance with all federal, state, local and private health insurance plan regulations; KABAFUSION has designed and implemented a Corporate Compliance Program. [Pharm Core 4]

KABAFUSION’s Governing Body (Board of Directors) provides oversight of the program and has designated Corporate Compliance Officer (CCO). [Pharm Core 4 (a)] Corporate Compliance Officer with other staff responsible for compliance monitoring, have responsibility for overseeing the detailed, systematic and comprehensive plan for ensuring the ongoing compliance with all federal, state and private health insurance plans rules and regulations in addition to compliance with operational standards (internal practices and procedures) [PHARM Core4 (b)]

The Compliance Program has been established to ensure that each employee has a clear understanding of their responsibilities and acts accordingly. Each employee has an obligation to know and to abide by the laws, rules, regulations, policies and procedures that are specific to their jobs and to abide by Ethics Policies established by KABAFUSION. [PHARM Core 27 a, b, c, d, e, t)] [PHARM Core 28 (c)]

The goal of KABAFUSION’s Compliance Program is to provide reasonable assurance that KABAFUSION conducts its business activity in full compliance with all federal, state and local laws and regulations by identifying methods and accountabilities to track and review applicable state and federal laws and regulations, including those related to : [PH ARM Core 4 (b (i, ii, iii)]

1. Privacy and security, including the HIP AA; [PHARM Core 4 b (i)]

2. Fraud, waste and abuse; and

3. Functions covered by this URAC/ ACHC accreditation.

The essential elements of the Regulatory Compliance Program include:

• Implementation of adherence to a ll applicable laws, regulations, written policies, procedures

• Omnibus Budget Reconciliation Act 1987

• Balance Budget Act of 1 997

• Public He alth Regulations related to infectious disease

• HTPAA

I. Initial review of Board of Pharmacy regulations upon issuance ofa permit by each respective Board of Pharmacy.

2. All applicable licenses will be posted at each lo cation for the general public to easily review.

3. All rules and regulations and laws that require posting by federal and state mandate will be posted for easy review by a11 employees. (5 in 1 Poster).

4. KABA FUSION will maintain or have ready access to current co pies of applicable rules and regulations for all services provide d such as state licensure regulations, care regulations, and acceptable industry standards.

5. All outcomes from reviews and/or audits from a regulatory organization that might affect operation /or accreditation will be reported to the Governing Body wi thin 48 hours and toACHC/URAC/Nation al Supplier Clearinghouse(Medicare) within30 days or as required by applicable law.

6. All requests for information from a regulatory organization will receive a full report by the Governing Body within the required time frame, but not to exceed 30 days.

7. KABAFUSION will not contract to purchase inventory or supplies from any organization that is excluded from the Medicare program.

8. All KABAFUSION offices will permit Medicare or its Ag ents to conduct onsite inspections to ascertain compliance with the Medicare Supplier Standards.

9. KABAFUSION will notify its accrediting organizations whenever a new lo cation is opened.

10. KABAFUSION will not share a practice location with another DMEPOS supplier.

11. KABAFUSION will not contact Medicare Beneficiaries by telephone unless KABAFUSION has provided a Medicare product to the Beneficiary within 15 months or KABAFUSION has received written permission to contact the patient via telephone from the patient or ordering physician .

II. Corporate Compliance

Elements of KABAFUSION’s Corporate Compliance Program include: [PHARMCore4 (c)]

• Review and analysis ofits organizational structure, written policies, and documented procedures to determine if there are any changes that imp act compliance; [PHARM Core 4 (c (i)]

• Maintaining policy and procedures utilized to detect non-compliant conduct by employees

• Promoting organizational culture to encourage ethical conduct and a commitment to compliance with the law

• Internal monitoring and auditing to ensure compliance with applicable laws and regulations; [PHARM Core 4 (c (ii)]

• Review and as needed, update of the organization’ Compliance Program train ing and edu cation; [PHARM Core 4 (c (iii)]

• Communication with delegated entities regarding changes impacting compliance; [PHARM Core 4 (c (iv)]

• Review of all newsletters and other communications received by Board of Pharmacy.

• Designation of individuals accountable for the Compliance Program;

• Ensuring that the system that is in place for hiring and compensation practices, encourages the creation and maintenance of a com pliant workforce;

• Mechanism for the appropriate reporting and disciplinary mechanisms for instances of misconduct; Ongoing training of employees and management on KABAFUSION standards; [PHARM Core 27 (a)] [PHARM Core 28 (c)] Monitoring and auditing to detect misconduct;

• Yearly evaluation ofthe Compliance Program;

• Post hoc analysis of instances of misconduct to determine whether a systemic change is suggested by the problem; and

• Periodic assessment of risk and establishment of compliance priorities

The primary responsibilities of the Corporate Compliance Officer (CCO) are: [PHARM Core 4 (c)]

• Overseeing and monitoring the impl ementation of the compliance program;

• Maximizing KABAFUSION’ s efficiency and quality of service, while reducing the company’s vulnerability to fraud, abuse, and waste;

• Periodically revising the program in light of organizational changes, regulatory changes, and changes in payer health plans;

• Reviewing employees’ certifications and their agreement to abide by the Code of

Conduct/Ethics;

• Developing, Coordinating, and participating in an educational program of full breadth;

• Investigating those applicants and potential employees who have been excluded from participation in the Medicare program on a monthly basis. (OIG Exclusion List)

• Promptly responding to all allegations of illegal/improper activities

• Independently acting on information from investigations, complaints, and suspected violations;

• Strengthening lines of communication to encourage trust and a corporate culture of openness;

• Maintaining the momentum and adherence to the objectives of the corporate compliance plan.

The Corporate Compliance Officer will have access to all patient files, billing records, supplier documents, marketing literature and brochures, contractual relationships, and employee records. Further, the CCO will be copied on all internal audit reports, all monitoring activities, and on all trends that may require a change in policy.

III. Auditing and Monitoring (PHARM Core 4 (c)]

An ongoing evaluation process is critical to a successful compliance program. Compliance reports created by internal monitoring and auditing become the backbone of the KABAFUSION’s Corporate Compliance

Program. (PHARM Core 4 (c (iI)] The Corporate Compliance Officer (CCO) is responsible for the ongoing maintenance of thes e auditing functions and the resulting reports.

The audits are designed to address KABAFU SION ‘s compliance with, at a minimum:

• Laws governing kickback arrangements

• The physicians self-referral prohibition

• Pricing

• Contracts

• Claims development and submission

• Reimbursement

• Sales and marketing

Further, audits should be conducted to monitor the ongoing adherence to the specific rules and policies of the Medicare DME MAC, as well as any other federal, state, or private payer.

Monitoring techniques at KABAFUSION will include sampling protocols that permit the Corporate Compliance Officer(CCO) to identify and review variations from an established baseline, o r a p redetermined “snapshot”. Significant variation from the baseline is cause to conduct a reasonable inquiry to determine the cause of the deviation.

If the deviation is caused by improper procedures, misunderstanding of rules, or fraud and abuse systematic problems, the Corporate Compliance Officer (CCO) will take immediate and deliberate steps to remediate the situation. [PHARM Co re 4 (d)]

Any overpayments found as a result of an audit will be returned to the payer immediately.

Other monitoring techniques utilized by KABAFUSION may include:

• Testing billing staff of their knowledge of reimbursement coverage criteria and official coding guidelines;

• Ongoing risk analysis and vulnerability assessment of operation;

• Assessment of existing relationships with physicians, and other potential referral sources;

• Unannounced audits, mock surveys and investigations;

• Examination of complaint logs;

• Employee interviews;

• Solicitation of employee feedback through questionnaires;

• Review of medical necessity documentation;

• Utilization and trend analyses that uncover deviation, positive or negative;

All efforts by KABAFUSION will be documented and retained as part of KABAFUSION’s Corporate Compliance Program.

All employees will train on ways in which to identify, report and prevent Fraud, Waste and Abuse (FWA) in pharmacy claims. Employees must retrain at least annually. Records of both will be maintained. Additionally, this training will include a discussion of the False Claim s Act (FCA) and their right and responsibility to report fraud to the Corporate Compliance Officer without recourse.

Examples of fraud include : [PHARM Core 27 a, b, c, d, e, f)] [PHARM Core 28 (c)]

• Billing for services not rendered;

• Requesting, offering, or receiving a kickback, bribe, or rebate;

• Using an incorrect or inappropriate provider number in order to be paid;

• Selling or sharing patients’ Medicare numbers so false claims can be filed; or

• Falsifying information on applications, medical records, billing statements, and/or cost reports or on any statement filed with the government.

IV. Corrective Action [PHARM Core 4 ( d)]

Policy:

KABAFUSION employees are expected to adhere the established policies and procedures and perform their duties in accordance with KABAFUSION’s Code of Conduct/Ethics. Violations of KABAFUSION’s policies an d procedures or Code of Conduct/Ethics will be investigated by the CCO and if warranted, violators will be sanctioned.

Procedure:

1. The CCO or designee will investigate all suspected violations of KABAFUSION’s policies, procedures and Code of Conduct/Ethics

2. The investigation of a suspected violation will include a review of the following:

a. Appropriate pers onnel file

b. Circumstances of the violation

c. Previous sanctions or actions for similar violations

3. The CCO or designee will consult with employee’s immediate supervisor and the Human Resources Department, if applicable, to establish the appropriateness and legality of enforcing sanctions against the individual(s) up to, and including, termination.

4. Based on the seve rity of the occurrences, sanctions may include:

a. Verbal Warning: The verbal warning will indicate to the employee that a change in behavior is required. A verbal warn ing is always documented in writing and will contain specific facts relating to the incident or that standard that has not been me t. The verbal warning will include a plan for improvement of performance or a plan to pr even t a violation of work standards with specific timeframe for compliance an d then re-assessment.

6. Written Warning: A written warning is issued if an earlier verbal warning has not resulted in expected behavior changes, or if the incident is severe enough to warrant it.

c. Final Written Warning: A fin al written warning is issued if an earlier written warning has not resulted in expected behavior changes or if the incident is severe enough to warrant it.

d. Suspension: Employee is sent home without pay for the number of days specified for each improper conduct.

e. Termination: Employee is terminated/discharged from KABAFUSION

5. Based on the violation and investigation findings, additional employee training may be required to prevent repeated violations KABAFUSION’s Corrective Action Process will be enforced for all employees.

6. For all violation incidents, detailed documentation will be completed to include investigation outcome and results and reviewed with employe e who will sign documentation to confirm understanding of the incident and subsequent results. Documentation is kept in se cure human resources file.

• Monitoring of changes in applicable laws and regulations and adapting practices as necessary

• Development and implementation of effective training and education programs for all staff

• Enforcement of the expected code of conduct and publicized disciplinaiy actions

• Development of effective lines of communication throughout the compliance process

• Establishment of procedures that allow for prompt, thorough investigation of possible misconduct or non-compliance and prompt implementation of corrective action of detected problems [PHARMCore4 (c)]

Each employee has a personal obligation to: [PHARM Core 27 a, b, c, d, e, f)] [PHARM Core 28 (c)]

• Uphold KABAFUSION’s mission and values

• Become familiar with KABAFUSION’ s Code of Conduct and how it pertains to the laws and regulations, policies and procedures relative to each employees job

• Conduct all activities in accordance with the highest ethical standards and in a manner which shall up hold the reputation and standards of KABAFUSION. No employee will make false or misleading statements to any patient, person or entity doing business with KABAFUSION.

• Report known or suspected violations of the Code, law or regulations or any other KABAFUSION policy or practice (whether intention al, inadvertent or accidental) using the chain of command. If uncertainty exists, individuals will report the issue to their supervisor or to the corporate compliance officer so that the violation can be investigated and resolved

• Participate in the investigation of the alleged violation and where appropriate provide solutions to prevent further occurrences of violations

PROCEDURE:

V. Federal, State and Local Regulations

The Corporate Compliance Officer is responsible for acquiring and maintaining required licensing or certification and ensuring compliance to federal, state, and local laws governing the business. The corporate compliance officer takes action on an y reports or recommendations of authorized planning, regulatory, and inspection agencies. These laws and regulations include, but are not limited to: [PHARM Co re 4 (a, b)]

• OSHA

• FDA

• DOT

• State Board of Pharmacy

• State Ho me Health Regulatory Agency

• State Dept of Agricu lture (if applicable)

• Drug Enforcement Agency (DEA)

• State Bo ard of Nursing

• Professional Certifications

• ADA

• Equal Oppo rtunity Act

• Fair Lab or Stand ards Act

• Title VI of the Civil Rights Act of 1964

• Med icare Regulations

• Medicaid regulation s and policies

• Omnibus Budget Reconciliation Act 1987

• Balan ce Budget Act of 1997

• Public Health Regulations related to infectious disease

• HIPAA

1. All applicable licenses will be posted at each lo cation for the general public to easily review

2. All rules and regulations and laws that require posting by federal and state mandate will be posted for easy review by all employees

3. KABAFUSION will maintain or have ready access to current co pies of applicable rules and regulations for all services provided such as state licensure regulations, care regulations, and acceptable industry standards

4. All outcomes from reviews and/or audits from a regulatory organization that might affect operation /or accreditation will be reported to the Governing Body within 48 hours and to ACHC/URAC as required accreditation or applicable law

5. All requests for information from a regulatory organization will receive a full report within the required time frame

VI. Corporate Compliance

Elements ofKABAFUSION’s Corporate Compliance Program include: [PHARM Core 4 (b)]

• Initial review of Board of Pharmac y regulations upon issuance of a permit by each respective Board of Pharmacy.

• Review of all newsletters and other communications received by Board of Pharmacy.

• Maintaining policy and procedures utilized to detect non-compliant conduct by employees;

• Promoting organizational culture to encourage ethical conduct and a commitment to compliance with the law;

• Oversight by the Governing Body;

• Designation of in dividuals accountable for the Compliance Program;

• Ensuring that system in place for both hiring and compensation practices encourages the creation and maintenance of a compliant workforce;

• Mechanism for the appropriate reporting and disciplinary mechanisms for instances of misconduct;

• Ongoing training of employees and management on KABAFUSION standards; [PHARM Core 27 (a)] [PHARM Core 28 (c)]

• Monitoring and auditing to detect misconduct;

• Yearly evaluation of the Compliance Program;

• Post hoc analysis of instances of misconduct to determine whether a systemic change is suggested by the problem; and

• Periodic assessment of risk and establishment of compliance priorities

The primary F@Sf)OBSi􀀮ihties efthe CerpOFB1:e Coffif’li!tfiee Offieef 1ue: [PHARM C6t’e 4 (􀀯)

• Overseei ng and monitoring the imp lementation of the compliance program;

• Maximizing KABAFUSION’s efficiency and quality of service, while reducing the company’s vulnerability to fraud, abuse, and waste;

• Periodically revising the program in light of organizational changes, regulatory changes, and changes in payer health plans;

• Reviewing employees’ certifications and their agreement to abide by the Code of Conduct/Ethics;

• Developing, Coordinating, and participating in an educational program of full breadth;

• Investigating those applicants and potential employees who have been excluded from participation in the Medicare program on a monthly basis. (OIG Exclusion List)

• Promptly responding to all allegation s of illegal/improper activities

• Independently acting on information from investigations, complaints, and suspected violations;

• Strengthening lines of communication to encourage tru st and a corporate culture of openness;

• Maintaining the momentum and adherence to the objectives of the corporate compliance plan.

The Corporate Compliance Officer will have access to all patient files, billing records, supplier documents, marketing literature and brochures, contractual relationships, and employee records. Further, the Corporate Compliance Officer wi ll be copied on all internal audit reports, all monitoring activities, and on all trends that may require a change in policy.

VII. Auditing and Monitoring [PHARM Core 4 (b)]

An ongoing evaluation process is critical to a successful compliance program. Compliance reports created by int ernal mon i1oring and auditing become the backbone of the KABAFUSION’s Corporate Compliance

Program. The Corporate Compliance Officer is responsible for the ongoing maintenance of these auditing functions and the resulting reports.

The audits are designed to address KABAFUSION’s compliance with, at a minimum:

• Laws governing kic kback arrangements

• The physicians self-referral prohibition

• Pricing

• Contracts

• Claims development and submission

• Reimbursement

• Sales and marketing

Further, audits should be conducted to monitor the ongoing adherence to the specific rules and policies of the Medicare DME MAC, as well as any other federal, state, or private payer.

Monitoring techniques at KABAFUSION will include sampling protocols that permit the Corporate Compliance Officer to identify and review variations from an established baseline, or a pre- determined “snap shot”. Significant variation from the baseline is cause to conduct a reasonable inquiry to determine the cause of the deviation.

If the deviation is caused by improper procedures, misunderstanding of rules, or fraud and abuse systematic problems, the Corporate Compliance Officer (CCO) will take immediate and deliberate steps to remediate the situation. [PHARM Core 4 (c)J

Any overpayments found as a result of an audit will be returned to the payer according to pay or contract

Other monitoring techniques utilized by KABAFUSION may include:

• Testing billing staff of their knowledge of reimbursement coverage criteria and official coding guidelines;

• Ongoing risk analysis and vulnerability assessment of operation;

• Assessment of existing relationships with physicians, and other po tential referral sources;

• Unannounced audits, mock surveys and investigations;

• Examination of complaint logs;

• Employee interviews;

• Solicitation of employee feedback through questionnaires;

• Review of medical necessity documentation;

• Utilization and trend analyses that uncover deviation, po sitive or negative;

All efforts by KABAFUSION will be documented and retained as part of KABAFUSION’s Corporate Compliance Program.

All employees will train on ways in which to identify, report and prevent Fraud, Waste and Abu se (FWA) in KABAFUSION claims. Employees must retrain at least annually. Records of both will be maintained.

Additionally, this training will include a discussion of the False Claims Act (FCA) and their right and responsibility to re port fraud to the Cor porate Compliance Officer without recourse. Examples of fraud include: [PHARM Core 27 a, b, c, d, e, t)J [PHARM Core 28 (c)]

• Billing for services not rendered;

• Requesting, offering, or receiving a kick back, bribe, or rebat e;

• Using an in correct or inappropriate provider nu mber in order to be paid;

• Selling or sharing patients’ Medicare numbers so false claims can be filed; or

• Falsify ing infomation on application s, medical records, billing statements, and/or cost reports or on any statement filed with the government.

IV. Corrective Action Policy [PHARM Core 4 (c)]

KABAFUSION employees are expected to adhere the established policies and procedures and perform their duties in accordance with KABAFUSION’s Code of Conduct/Ethics. Violations of KABAFUSION’s policies and procedures or Code of Conduct / Ethics will be investigated by the President and if warranted, violators will be sanctioned.

Procedure:

1. The Corporate Compliance Officer will investigate all su spected violations of KABAFUSION’s policies, procedures and Code of Conduct/Ethics

2. The investigation of a suspected violation will include a review of the following:

a. Appropriate personnel file

b. Circumstances of the violation

c. Previous sanctions or actions for similar violations

3. The President or designee will consult with employee’s immediate supervisor and the Human Resources Department, if applicable, to establish the appropriateness and legality of enforcing sanction s against the individual(s) up to, and including, termination

4. Based on the severity of the occurrences, sanctions may include:

a. Verbal Warning: The verbal warning will indicate to the employee that a change in behavior is required. A verbal warning is always documented in writing and will contain specific facts relating to the incident or that standard that has not been met. The verbal warning will include a plan for improvement of performance or a plan to prevent a violation of work standards with specific timeframe for compliance and then re-assessment

b. Written Warning: A written warning is issued if an earlier verbal warning has not resulted in expected behavior changes, or if the incident is severe enough to warrant it

c. Suspension: Employee is sent home without pay for the number of days specified for each improper conduct

d. Termination: Employee is terminated/discharged from KABAFUSION

5. Based on the violation and investigation findings, additional employee training may be required to prevent repeated violations. KABAFUSION ‘s Corrective Action Process will be enforced for all employees

6. For all violation incidents, detailed documentation will be completed to include investigation outcome and results and reviewed with employee who will sign documentation to confirm understanding of the incident and subsequent results. Documentation is kept in secure Human Resources file

EMPLOYEE HANDBOOK

Section 1 – Welcome

1‐1 Introduction to KabaFusion

Welcome to KabaFusion Holdings and its affiliated companies! We are proud of the service we provide and want you to help us maintain the quality of care, patient experience, team spirit, and commitment to serve our patients‐all of which have been critical to our success. The quality of care we offer relies on our professionalism, empathy, creativity, and dedication to our patients and to the Company.

KabaFusion features a diverse management team consisting of industry leaders with significant managerial, clinical, fiscal and payor expertise.

You have many responsibilities at KabaFusion. The success of the Company – as well as your own accomplishment – depends largely on how well those responsibilities are met. We want to communicate a clear understanding of our business practices, plus identify what is considered good performance in the workplace. We believe with clear expectations each employee will contribute directly to our growth and success.

To help you get started, please read this employee Handbook thoroughly. This Handbook contains guidelines and information that we feel are important for all employees to understand. If you have any questions concerning eligibility for a particular benefit, or the applicability of a policy or practice to you, interpretation, or clarification regarding any part of the Handbook you should address your specific questions to the Human Resources Staff who are ready to support you.

As a founder of the KabaFusion family, I believe you will quickly realize we are a dedicated, close knit, and a supportive family comprised of remarkably caring people from around the world. Each of them is eager to share their own unique talents, perspectives, and backgrounds. We are excited and honored to have you here and we wish you tremendous success in your every endeavor. We are confident you will take pride in being a member of our team, and that your experience here will be challenging, enjoyable, and rewarding.

Regards,
Dr. Sohail Masood
Chief Executive Officer

Section 2 ‐ Mission Statement and Corporate Office Locations

2‐1 Mission Statement

At KabaFusion Holdings and its Affiliates, we are guided by our commitment to positive clinical outcomes and excellence in specialty acute and immunoglobulin infusion, we are dedicated to working proactively with patients, healthcare practitioners and payers to provide comprehensive support
before, during and after treatment.

2‐2 Company Corporate Office Locations

KabaFusion Holdings and its Affiliates has two Corporate Offices.

West Coast Corporate Office
17777 Center Court Dr. N., Suite 550
Cerritos, CA 90703
800.435.3020

East Coast Corporate Office
80 Hayden Avenue, Suite 300
Lexington, MA 02421
844.777.4844

Any visitor (this includes anyone who is not an employee) to Company offices must check in at the reception area and get approval by a manager before being allowed entrance into the Company buildings.

Section 3 ‐ Governing Principles of Employment

3‐1 Employment At‐Will

As an employee of the Company you are an “employee at‐will”. This means that either you or the Company may choose to terminate the employment relationship at any time, with or without cause.

Nothing in this Handbook changes this at‐will relationship, guarantees you a benefit, creates a contract of continued employment or employment for a specified term, or any contractual obligation that conflicts with the Company policy that the employment relationship with its employees is at‐will.

Except for an employment contract, any documents or statements, written, oral, prior, current, or future that conflict with the employment at‐will policy are void.

3‐2 Equal Employment Opportunity

KabaFusion Holdings and its Affiliates is an Equal Opportunity Employer that does not discriminate on the basis of actual or perceived race, color, national origin, ancestry, sex, gender, gender identity, pregnancy, childbirth or related medical condition, religious creed, physical disability, mental disability, age, medical condition (cancer), marital status, veteran status, sexual orientation, sexual preference, genetic information, or any other characteristic protected and in accordance with federal, state or local laws. KabaFusion is dedicated to this policy with respect to recruitment, hiring, placement, promotion, transfer, training, compensation, benefits, employee activities and general treatment during employment.

At the best of its ability the Company will endeavor to make a reasonable accommodation to the known physical or mental limitations of qualified employees with disabilities. If you need assistance to perform your job duties because of a physical or mental condition, please consult with your manager and/or Human Resource department.

The Company will endeavor to accommodate the sincere religious beliefs of its employees to the extent such accommodation does not pose an undue hardship on the Company’s operations. If you wish to request such an accommodation, please speak to your manager and the Human Resources department.

Any employees with questions or concerns about equal employment opportunities in the workplace are encouraged to bring these issues to the attention of Chief HR Officer. The Company will not allow any form of retaliation against individuals who raise issues of equal employment opportunity. If an employee feels they have been subjected to any such retaliation, they should bring it to the attention of Chief HR Officer. Violation of this policy including any improper retaliatory conduct will lead to discipline, up to and including discharge. All employees must cooperate with all investigations.

3‐3 The Americans with Disabilities Act

The Company is committed to providing equal employment opportunities and to not discriminate against a qualified individual on the basis of disability who meet legitimate skill, experience, education and other requirements of a position and who can perform the essential functions of the job in question with or without reasonable accommodation. In general, it is your responsibility to inform human resources of the need for an accommodation. Upon doing so, human resources may ask for your input on the accommodation you believe would enable you to perform your job. The company will utilize an interactive process to determine if reasonable accommodation can be provided to help employees perform the essential functions of their jobs despite their work restrictions.

The ADA requires employers to provide a reasonable accommodation to qualified individuals with known disabilities in all aspects of employment, unless the accommodation would cause an undue hardship to the employer. Reasonable accommodation may be available to individuals with temporary impairments, including impairments related to pregnancy. When appropriate, we may need additional information from your physician or other medical or rehabilitation professionals.

3‐4 Drug‐Free and Alcohol‐Free Workplace

To help ensure a safe, healthy and productive work environment for our employees and others, to protect Company property, and to ensure efficient operations, the Company has adopted a policy of maintaining a workplace free of drugs and alcohol. This policy applies to all employees and other individuals who perform work for the Company.

The unlawful or unauthorized use, abuse, solicitation, theft, possession, transfer, purchase, sale or distribution of controlled substances, drug paraphernalia or alcohol by an individual anywhere on

Company premises, while on Company business (whether or not on Company premises) or while representing the Company, is strictly prohibited. Employees and other individuals who work for the

Company also are prohibited from reporting to work or working while they are using or under the influence of alcohol or any controlled substances, which may impact an employee’s ability to perform their job or otherwise pose safety concerns, except when the use is pursuant to a licensed medical practitioner’s instructions and the licensed medical practitioner authorized the employee or individual to report to work. However, this does not extend any right to report to work under the influence of medical marijuana or to use medical marijuana as a defense to a positive drug test, to the extent an employee is subject to any drug testing requirement, to the extent permitted by and in accordance with applicable law.

Violation of this policy will result in disciplinary action, up to and including discharge.

The Company maintains a policy of non‐discrimination and will endeavor to make reasonable accommodations to assist individuals recovering from substance and alcohol dependencies, and those who have a medical history which reflects treatment for substance abuse conditions. However, employees may not request an accommodation to avoid discipline for a policy violation. We encourage employees to seek assistance before their substance abuse or alcohol misuse renders them unable to perform the essential functions of their jobs or jeopardizes the health and safety of any Company employee, including themselves.

As part of our policy to ensure a substance abuse free workplace, Company employees may be asked to submit to a medical examination and/or clinical tests for the presence of alcohol and/or drugs.

Subject to the limits of federal and state laws, the Company reserves the right, in its discretion, to require employees to submit to examinations and tests for the presence of alcohol and/or drugs.

Circumstances under which such testing may be required, include but are not limited to, the following:

1. in connection with an offer of employment with the Company;

2. where there are reasonable grounds for believing an employee is under the influence of alcohol or drugs;

3. as part of an investigation of any accident in the workplace in which there are reasonable grounds to suspect alcohol and/or drugs contributed to the accident;

4. on a random basis, where allowed by law;

5. as a follow‐up to a rehabilitation program, where allowed by law; and

6. as necessary for the safety of employees, customers, clients, or the public at large, where allowed by law.

3‐5 Compliance Program

Company personnel are required to abide by all applicable federal, state and local laws and regulations in the performance of their responsibilities on behalf of Company. All Company personnel are expected to maintain personal knowledge of federal and state laws that apply to their jobs, including federal and state health care program requirements. At any time, Company personnel may direct their compliance questions and concerns to Company management and the Chief Compliance Officer.

Company personnel are required to support the commitment of the Company to compliance with all federal, state and local laws and regulations that are applicable to Company operations and the provision of health care services. All Company personnel are required to abide by the Company standards of conduct, policies and procedures, including reporting of instances of non‐compliance as provided in the Company compliance program.

Regulatory compliance is a Company performance expectation, and employee performance evaluations will include appropriate review of individual compliance. The failure to meet the standards of conduct, policies and procedures that form the Company Code of Conduct and Compliance Program will result in discipline up to and including termination of employment.

Employees who believe they are aware of a violation are expected and encouraged to report their concerns. Employees have access to an anonymous ethics and compliance hotline for reporting possible violations by calling 844‐280‐0005 or go to www.Lighthouse‐services.com/KabaFusion and file a report. The Compliance Hotline was developed for employees where anonymity is desired.

Regular business matters that do not require anonymity should be directed to your manager or human resources and should not be submitted using this service. Employees will not be retaliated for reporting any violations.

3‐6 Workplace Violence

KabaFusion is strongly committed to providing a safe workplace. The purpose of the workplace violence policy is to eliminate the risk of intentional personal injury to employees, clients, and patients, as well as damage to Company or individual property.

We do not expect employees to become experts in psychology or to physically subdue a threatening or violent individual. Indeed, we specifically discourage employees from engaging in any physical confrontation with a violent or potentially violent individual. However, we do expect and encourage employees to exercise reasonable judgment in identifying potentially dangerous situations.

Prohibited Conduct

Threats, threatening language or any other acts of aggression or violence made toward or by any Company employee WILL NOT BE TOLERATED. For purposes of this policy, a threat includes any verbal or physical harassment or abuse, any attempt at intimidating or instilling fear in others, menacing gestures, flashing of weapons, stalking or any other hostile, aggressive, injurious or destructive action undertaken for the purpose of domination or intimidation.

Procedures for Reporting a Threat

All potentially dangerous situations, including threats by co‐workers, should be reported immediately to their direct manager, any available member of management or Human Resources or with the

Compliance Hotline. Reports of threats may be maintained confidential to the extent maintaining confidentiality does not impede our ability to investigate and respond to the complaints. All threats will be promptly investigated. All employees must cooperate with all investigations. No employee will be subjected to retaliation, intimidation or disciplinary action as a result of reporting a threat in good faith under this policy.

If the Company determines, after an appropriate good faith investigation, that someone has violated this policy, the Company will take swift and appropriate corrective action.

If an employee is the recipient of a threat made by an outside party, that employee should follow the steps detailed in this section. It is important for us to be aware of any potential danger in our offices.

Indeed, we want to take effective measures to protect everyone from the threat of a violent act by an employee or by anyone else.

KabaFusion Holdings and its Affiliates are “Weapon‐free Zones”.

Section 4 ‐ Employment

4‐1 Employment

KabaFusion is an excellent place to work, providing a challenging work environment and competitive rewards. This combination is reinforced by strong benefits and workplace opportunities, and the personal satisfaction of advancing individual career goals as well as the objectives of one of the top home infusion companies.

4‐2 Employment Eligibility

KabaFusion ensures that all employees are legally eligible to be employed in the United States. Failure to meet eligibility requirements will make a candidate ineligible for hire or result in the withdrawal of an offer or termination of employment.

4‐3 Employment Application

The Company relies upon the accuracy of information contained in the employment application, as well as the accuracy of other data presented throughout the hiring process and employment. Any misrepresentations, falsifications or material omissions in any of this information or data may result in the Company’s exclusion of the individual from further consideration for employment or, if the person has been hired, termination of employment.

4‐4 Background Checks

All criminal background information shall be maintained in confidence in files at the Corporate office.

The Company reserves the right to request and/or perform a criminal background check during an employee’s employment with the Company for valid business reasons.

4‐5 Reference Requests

KabaFusion will respond to reference requests through the Corporate Payroll Department. The

Company will provide general information concerning the employee such as date of hire, date of discharge, and position(s) held. Requests for reference information must be in writing, and responses will be in writing.

Employees may require that additional reference information be furnished for loan approval or other purposes, and all third‐party information requests (references) must be referred to Corporate Payroll.

A signed consent must be submitted to Corporate Payroll for the Company to comply with such a request. Please refer all requests for references to Payroll.

Note: Only Corporate Payroll and/or Human Resources may provide references.

4‐6 Medical Exam and Drug Screening

Employees may be asked to undergo a drug test where there is a reasonable suspicion that the employee is under the influence of drugs or alcohol. Additionally, the Company may require drug and alcohol testing of employees following serious on‐the‐job accidents. Employee testing will be done at a medical facility by persons not connected with the Company.

4‐7 License and Certification

Employees requiring a license, certification or registration to work and perform their duties must submit evidence of such at the time of hire and maintain it throughout employment with the

Company. Failure to maintain current licensure, certification or registration or forgery of a license, certification or registration will result in termination.

4‐8 Proof of Eligibility to Work in United States

KabaFusion, after an offer of employment, will have all employees complete the Form I‐9. This is used for verifying the identity and employment authorization of individuals hired for employment in the

United States. The Company will ensure proper completion of Form I‐9 for everyone hired for employment within the United States. This includes citizens and non-citizens. Individuals unable to meet the requirements will not continue with the hiring process.

4‐9 Orientation

Newly hired employees will be scheduled and required to complete the new hire employee orientation. During this orientation employees will complete all the required paperwork for employment and get a general overview of the expectations as an employee of the Company.

Once employees complete the new employee orientation, they will begin the orientation to the job in which they were hired. Employees are prohibited from performing “high‐risk” skills prior to being deemed competent in those skills by a qualified preceptor. “High‐risk” skills include skills that may compromise the patient, staff, family or cause significant business disruption if performed incorrectly.

4‐10 Access to Offices

To help ensure a safe working environment, keys, security codes and access cards may be provided to employees by the Supervisor upon commencement of employment as appropriate and are to be used only during hours of employment and for the purposes of conducting company business. Anyone who wants access to the Company offices during non‐business hours and who does not already have patientcare‐based authorization for access to the Company offices during non‐business hours, should contact their Supervisor for permission. Any lost keys, security codes, or access cards must be immediately reported to the Supervisor. All keys, security codes and access cards may not be duplicated, disclosed or loaned to any other person, and in all circumstances, must be returned to the Company immediately upon termination of employment.

4‐11 Personal Information

The Company maintains personnel records on all its employees. Information maintained typically includes such items as application forms, resume, performance appraisals, payroll information, disciplinary notices and action taken, and insurance information.

Employees’ personnel files are the property of the Company. Except to the extent necessary to protect the privacy interests of third persons, or as otherwise may be restricted by law, employees may view those portions of their own individual personnel file that are used to determine the employee’s qualifications for employment, promotion, compensation or termination or other disciplinary action.

Any such inspection must be arranged in advance, given reasonable prior notice to the Supervisor, must be conducted during regular office hours, and during any such inspection employees may look only at their own records under immediate supervision. Employees may obtain copies of any document in their personnel file only to the extent required by law. At no time may the contents be removed from the Company premises by employees. Employees are not allowed to view any other files belonging to the Company. Viewing other files belonging to the Company is in violation of company policy and will result in disciplinary action up to and including dismissal.

It is the responsibility of each employee to promptly notify the Company of any changes in personal data. Personal mailing addresses, telephone numbers, marital status, number and names of dependents, individuals to be contacted in the event of an emergency, educational accomplishments, and other such information provided by employees to the Company must be accurate, complete and current at all times. In addition, employees shall immediately inform the Supervisor of any changes in their driving record or auto insurance status, and any suspension of their driver’s license.

4‐12 Release of Employee Information

All requests for personnel information regarding current or past employees must be referred to the Human Resource department. It is the Company’s policy to release only information on dates of employment and job title unless mandated by law. No employment data will be released without a written authorization and release signed by the individual who is the subject of the inquiry unless required by court order or law enforcement.

4‐13 Hiring Relatives/Employee Relationships

A familial relationship among employees can create an actual or at least a potential conflict of interest in the employment setting, especially where one relative supervises another relative. To avoid this problem, the Company may refuse to hire or place a relative in a position where the potential for favoritism or conflict exists.

In other cases, such as personal relationships where a conflict or the potential for conflict arises, even if there is no supervisory relationship involved, the parties may be separated by reassignment or discharged from employment, at the discretion of the Company. Accordingly, all parties to any type of intimate personal relationship must inform management.

If two employees marry, become related, or enter an intimate relationship, they may not remain in a reporting relationship or in positions where one individual may affect the compensation or other terms or conditions of employment of the other individual. The Company generally will attempt to identify other available positions, but if no alternate position is available, the Company retains the right to decide which employee will remain with the Company.

For the purposes of this policy, a relative is any person who is related by blood or marriage, or whose relationship with the employee is like that of persons who are related by blood or marriage.

4‐14 Employee Referral Award Program

The Company encourages all employees to refer qualified job applicants for available job openings.

For complete details see the Employee Referral Program.

Section 5 ‐ Operational Policies

5‐1 Your Employment Records

In order to obtain their position, employees provided us with personal information, such as address and telephone number. This information is contained in the employee’s personnel file.

The employee should keep their personnel file up to date by informing the employee’s Supervisor and/or Payroll of any changes. The employee also should inform the employee’s Supervisor and/or

Payroll of any specialized training or skills they may acquire in the future, as well as any changes to any required visas. Unreported changes of address, marital status, etc. can affect withholding tax and benefit coverage. Further, an “out of date” emergency contact or an inability to reach the employee in a crisis could cause a severe health or safety risk or other significant problem.

5‐2 Employee Classifications

For purposes of this handbook (excluding the benefits), all employees fall within the classifications below.

Full‐Time Employees ‐ Employees who are regularly scheduled and budgeted to work at least 40 hours per week.

Part‐Time 30 Employees‐ Employees who are regularly scheduled and budgeted to work at least 30 hours but less than 40 hours per week

Part‐Time Employees ‐ Employees who are regularly scheduled and budgeted to work fewer than 30 hours per week.

Per‐Diem Employees ‐ Employees who regularly work as needed. Generally, per‐diem employees are not eligible for employee benefits unless governed by state law but are eligible to receive statutory benefits.

Temporary Employees ‐ Employees who were hired for a specific short‐term project, or on a short term freelance, or temporary basis. Temporary employees generally are not eligible for Company benefits but are eligible to receive statutory benefits.

In addition to the above classifications, employees are categorized as either “exempt” or “nonexempt” for purposes of federal and state wage and hour laws.

Non‐Exempt: Non‐exempt employees do not qualify, by the nature of their work and responsibilities, for exemption from the overtime or minimum wage provisions of the Fair Labor Standards Act (FLSA).

Non‐exempt employees are paid by the hour and must receive no less than one and one‐half times their regular rate of pay for hours worked in excess of 40 hours in a workweek.

Exempt: Exempt employees are exempt from the minimum wage and overtime provision of FLSA. This exemption is determined by evaluating the duties and responsibilities required of the employee against the criteria outlined in the FLSA. Exempt employees fulfill their duties without a focus on the amount of time it takes and are not eligible to receive overtime for hours worked beyond 40 hours in a workweek.

Employees will be informed of these classifications upon hire and informed of any subsequent changes to their classification throughout their employment.

5‐3 Working Hours and Schedule

Regular business hours for the Company are from 8:00 am to 5:00 pm, Monday through Friday.

Employees will be assigned a work schedule and expected to begin and end work according to their schedule. To accommodate the needs of our business, at some point the Company may need to change an individual’s work schedules on either a short‐term or long‐term basis.

5‐4 Timekeeping Procedures

KabaFusion has an easy‐to‐use electronic Time and Attendance Portal for recording employee work hours which enables both a supervisor and employee to record hours, request and approve time off.

This system ensures employees are paid according to state payroll regulations. Your Supervisor will provide instructions into the Time and Attendance Portal. Employees must record their actual time worked for payroll and benefit purposes.

The pay week begins on Sunday and ends on Saturday with the pay period consisting of two weeks.

There are 26 pay periods in a calendar year.

All employees paid on an hourly basis (non‐exempt) must clock in daily using a biometric machine at the beginning and end of each shift as well as the beginning and ending time of any departure from work for any non‐work‐related reason, such as meal breaks. Meal breaks are to be taken per state guidelines. Non‐exempt employees may not start work until their scheduled starting time unless authorized by their Supervisor.

Employee Overtime Forms for work performed during a pay period should also be turned in with the timesheet if not recorded electronically via the Time and Attendance Portal.

Exempt employees are not required to record their daily work attendance however they must record and report absence from work for reasons such as leaves of absence, PTO, Bereavement, Jury Duty, sick leave and personal business.

It is the employee’s responsibility to authorize their time records and/or to submit timely recordings per the Time and Attendance Portal to certify the accuracy of all time recorded. Any errors in the time record should be reported immediately to a Supervisor, who will attempt to correct legitimate errors.

Improper submission of time records, failure to record time accurately, recording hours for another employee, failing to follow meal break guidelines or making unauthorized changes to a time record may result in corrective action up to and including termination.

5‐5 Rest Breaks

Employees are encouraged to take their rest breaks; they are not expected to and should not work during their rest breaks. Non‐exempt employees are paid for all rest break periods. Accordingly, employees do not need to clock out when taking a rest break. Please notify your supervisor before taking a rest break so as to allow continued work coverage. You may not combine your rest beak with your meal period. Excessive abuse of break periods may be subject to further discipline and corrective action up to and including termination.

5‐6 Meal Periods

Employees are responsible for scheduling their own meal periods unless specified by their supervisor and based on departmental operational needs, but they should begin no later than the end of the fifth hour of work. For example, an employee who begins working at 8:00 a.m. must begin their meal period no later than 1:00 p.m. When scheduling a meal period, employees should try to anticipate workflow and deadlines. Employees need to notify a supervisor when taking a meal period. Employees are encouraged to and should take their meal periods; they are not expected to work during their meal periods.

During meal periods, employees are relieved of all duty and should not work during this time. When taking a meal period, employees should be completely off work for at least 30 minutes. Employees are prohibited from working “off the clock” during their meal period. Those employees who use a time clock must clock out for their meal periods. These employees are expected to clock back in and then promptly return to work at the end of any meal period. Those employees who record their time manually must accurately record their meal periods by recording the beginning and end of each work period. KabaFusion strictly adheres to labor board state regulations and when guidelines aren’t followed it may result in corrective action up to and including termination.

General Requirements for Rest Periods and Meal Breaks

Rest breaks and meal periods must be free from work related tasks. Employees should not approach other employees during their meal breaks or rest periods to discuss work‐related matters unless there is an urgent work‐related matter that cannot wait until completion of the break.

Employees are required to immediately notify their supervisor or Human Resources if they believe they are being pressured or coerced by any manager, supervisor, or other employee to not take any portion of a provided rest break or meal period.

5‐7 Lactation Breaks

The Company will provide a reasonable amount of break time for an employee who wishes to express breast milk for her infant child. If possible, the break time must run concurrently with rest and meal periods already provided to the employee.

The Company will provide reasonable break time for an employee to express breast milk for her nursing child for one year after the child’s birth each time such employee has need to express the milk

(Section 7 of the FLSA). KabaFusion will provide a place, other than a bathroom, that is shielded from view and free from intrusion from coworkers and the public, which may be used by an employee to express breast milk. This location may be the employee’s private office, if applicable.

Please consult Human Resources if you have questions regarding this policy.

5‐8 Overtime

Like most successful companies, we experience periods of extremely high activity. During these busy periods, additional work is required from all of us. Supervisors are responsible for monitoring business activity and requesting overtime work if it is necessary. Effort will be made to provide employees with adequate advance notice in such situations.

All overtime will be following applicable state laws.

Employees may work overtime only with management authorization. For overtime work agreed upon in advance, an employee must complete the Employee Overtime Form and obtain the Supervisors signature, indicating the estimated hours of overtime to be worked before overtime is performed.

Circumstances may arise that make it difficult or impossible to notify management in advance. In such cases, the authorization for overtime work procedure is as follows:

1. Employee is to inform Supervisor when hours of employment are extending into overtime;

2. Employee must obtain verbal authorization by Supervisor to continue working at overtime rate; and

3. Employee is to notify Supervisor of overtime worked as soon as possible and an Employee Overtime Form must be submitted, along with recording the hours worked.

For purposes of calculating overtime for non‐exempt employees, the workweek begins at 12 a.m. on Sunday and ends 168 hours later at 12 a.m. on the following Sunday.

5‐9 Your Paycheck

Employees will be paid bi‐weekly for all the time worked during the past pay period. Employees are paid every two weeks on the Friday following the end of each two‐week pay periods. The payday calendar is available on the employee payroll ADP Portal.

Payroll stubs itemize deductions made from gross earnings. By law, the Company is required to make deductions for Social Security, federal income tax and any other appropriate taxes. These required deductions also may include any court‐ordered garnishments. Payroll stubs also will differentiate between regular pay received and overtime pay received.

If there is an error in an employee’s pay, the employee should bring the matter to the attention of the

Payroll Manager immediately, so the Company can resolve the matter quickly and amicably.

No person will be permitted to pick up another employee’s paycheck without prior written authorization from that employee. The person picking up the check in lieu of the employee must present a photo ID before the check is released.

5‐10 On‐call Pay

The Company compensates eligible employees for being available to come in to work at times other than their regularly scheduled shifts. On‐call pay is paid when an eligible employee is scheduled and must be reachable by pager or telephone and able to report to work within a specified timeframe.

5‐11 Garnishment of Wages

A garnishment is a legal deduction of a specified sum from wages to satisfy a creditor. If any employee receives documents claiming to garnish the wages of their employees, such documents must be immediately forwarded to Payroll. Payroll will inform the employee of the claim against them and will arrange for remittances as are appropriate or amount ordered by the Court.

5‐12 Performance Review

In order to maintain our quality standards, and enhance the performance of all employees, the Company will provide annual performance reviews for employees. The purpose of the performance review is to provide recommendations for improvement and to provide feedback regarding prior job performance. As in any business, it is expected that every employee will have areas where they might be able to improve their skills, knowledge, or overall job performance. Therefore, the performance reviews should be viewed as a constructive way to enhance individual performance and, as a result, enhance the overall performance of the Company.

In general, performance reviews will be given annually. Some employees, however, may be reviewed on a more frequent timetable. The performance review is not a guarantee of any salary increase or bonus but a means to provide performance information and feedback.

In addition to these formal performance evaluations, the Company encourages employees and supervisors to discuss job performance on a frequent and ongoing basis.

Compensation increases and the terms and conditions of employment, including job assignments, transfers, promotions, and demotions, are determined by and at the discretion of management and the Company.

5‐13 Bonuses

To recognize exceptional performance, the Company may pay a bonus to certain employees. An employee’s eligibility for a Bonus and any Bonus amounts are within the discretion of the Company and are not guaranteed and subject to applicable taxes.

5‐14 Pay Adjustments

The Company will review the pay or other compensation for all personnel based on performance of each employee as well as the overall business performance of the Company. No employee shall be entitled to receive a raise in pay unless approved by executive leadership. All pay or other compensation for any employee may be adjusted at any time, whether increased or decreased, at the sole discretion of the Company.

5‐15 Severance Pay

The Company does not grant severance pay to employees who resign or whose employment has been terminated. However, the Company reserves the right to make exceptions to this policy in its sole and absolute discretion.

5‐16 Record Retention

The Company acknowledges its responsibility to preserve information relating to litigation, audits and investigations. Failure on the part of employees to follow this policy can result in possible civil and criminal sanctions against the Company and its employees and possible disciplinary action against responsible individuals (up to and including discharge of the employee). Each employee has an obligation to contact the CEO or General Counsel to inform them of potential or actual litigation, external audit, investigation or similar proceeding involving the Company that may have an impact on record retention protocols.

Section 6 ‐ Benefits

6‐1 Benefits Overview

In addition to good working conditions and competitive pay, it is Company policy to provide a combination of supplemental benefits to all eligible employees. In keeping with this goal, each benefit program has been carefully devised. These benefits include time‐off benefits, such as PTO and holidays, and insurance and other plan benefits.

The details of those plans are spelled out in the official plan documents, which are available for review upon request from Human Resources. Additionally, the provisions of the plans, including eligibility and benefits provisions, are summarized in the Summary of Benefits and Coverage (“SBCs”) for the plans (which may be revised from time to time). In the determination of benefits and all other matters under each plan, the terms of the official plan documents shall govern over the language of any descriptions of the plans, including the SBCs and this handbook.

Further, the Company (including the officers and administrators who are responsible for administering the plans) retains full discretionary authority to interpret the terms of the plans, as well as full discretionary authority with regard to administrative matters arising in connection with the plans and all issues concerning benefit terms, eligibility and entitlement.

While the Company intends to maintain these employee benefits, it reserves the absolute right to modify, amend or terminate these benefits at any time and for any reason.

If employees have any questions regarding benefits, they should contact Human Resources.

6‐2 Paid Holidays

Full‐time status and Part‐Time 30 status employees will be eligible to be paid for the following holidays:

• New Year’s Day

• Memorial Day

• Independence Day

• Labor Day

• Thanksgiving Day

• Christmas Day

Paid holidays will occur the preceding Friday if the actual holiday falls on a Saturday or the following Monday when the actual holiday falls on a Sunday.

Staffing is particularly challenging during holiday periods. Employees failing to report to work immediately before or after a paid holiday, without prior approval from management or a valid doctor note, will be subject to standard corrective action processes.

When above holidays fall or are celebrated on a regular workday, full‐time employees will receive one

(1) day’s pay (up to 8 hours based on standard work schedule) at their regular straight‐time rate. Part time 30 employees, who are budgeted 30 – 39 hours per week, will receive 6 hours of holiday pay at their regular straight‐time rate.

Non‐exempt full‐time employees who are called in to work on a holiday will receive one (1) day’s pay (up to 8 hours based on standard work schedule) at their regular straight‐time rate, and an additional payment of straight‐time for the actual time they work that day.

If a holiday falls within an eligible employee’s approved time‐off period, the eligible employee will be paid for the holiday (at the regular straight‐time rate) in lieu of using any accrued PTO or Floating Holiday.

If a holiday falls within a jury duty or bereavement leave, the eligible employee will be paid for the holiday (at the regular straight‐time rate). All other time off due to the jury duty or bereavement leave will be in accordance to standard Company guidelines.

6‐3 Floating Holidays

KabaFusion provides their employees who are full‐time, budgeted 40 hours per week, two (2) floating holidays per calendar year to be used at the employees’ discretion for planned time off. Employees who are part‐time, budged 30 hours per week employees will receive one (1) floating holiday per year.

Floating holidays must be scheduled in advance and in accordance with departmental staffing needs.

Guidelines for usage:

• Floating holidays are for scheduled time off with supervisors’ prior approval

• Two floating holidays will be added to the available hours for eligible employees on the Time and Attendance portal at the beginning of the calendar year

• Floating holidays time may not be taken before it is granted

• Floating holidays that are unused at the end of the calendar year (December 31) are forfeited and cannot be carried over to the following year.

• Floating holidays will not be paid out upon termination

Floating holiday balances are maintained in the Time and Attendance portal.

6‐4 Paid Time Off

We know how hard you work and recognize the importance of providing you with time for rest and relaxation. We fully encourage you to get this rest by taking your Paid Time Off (PTO).

The purpose of PTO is to provide employees with flexible paid time off from work that can be used for such needs as vacation, personal or family illness, doctor appointments, school, volunteerism, and other activities of the employee’s choice. The company’s goal is to reduce unscheduled or unplanned absences and the need for management oversight.

The PTO days employees accrue replace all previously existing vacation, sick time, wellness, or personal business day’s employees have been allotted under prior policies. Time that is not covered by the PTO policy, and for which separate guidelines and policies exist, include company paid holidays and approved leaves of absence.

Eligibility for Accrual of PTO

• Full‐time status and Part‐time 30 hours status employees will accrue PTO bi‐weekly in hourly increments based on hours budgeted up to a maximum of 80 hours per pay period and their length of service.

• Part‐time status or per‐diem employees generally will not accrue PTO unless governed by applicable state law.

• Temporary employees or contract individuals, and interns are not eligible to accrue PTO.

Accrual of PTO

Employees will accrue PTO according to the terms of their official KabaFusion offer letter. Accrual of PTO will be as follows, unless the Company allows an official written exception:

Full‐time Employees (budgeted 40 hours per week)

• Managers/directors (must have staff to supervise): 17 days (136 hours) per year

• Nurses, registered dietitians, and pharmacists: 17 days (136 hours) per year

• All other staff: 12 days (96 hours) per year

Part‐Time 30 Employees (budgeted 30 – 39 hours per week)

• Managers/directors: 12 days (96 hours) per year

• Nurses, registered dietitians, and pharmacists: 12 days (96 hours) per year

• All other staff: 9 days (72 hours) per year

A full‐time (budgeted 40 hours per week) employee will accrue at a rate of an additional five (5) days of PTO following the fifth (5) year anniversary based on date of hire with the Company. A Part‐Time 30 (budgeted 30‐39 hours per week) employee will accrue at a rate of an additional three (3) days of PTO following the fifth (5) year anniversary based on date of hire with the Company. Newly hired employees will accrue PTO from their date of hire but may not take PTO until they have completed their first ninety calendar (90) days from employment unless otherwise authorized in advance by executive leadership.

PTO can be accumulated up to a total of two times the employee’s current annual accrual within the calendar year. PTO will stop accruing once the employee reaches the maximum allowed. PTO will begin accruing again once the employee is below their maximum allotted hours. For example, if an employee accrues 12 days per year (96 hours) the employee would stop accruing once the accrual reaches 24 days (192 hours) within the year. If the employee uses some of their PTO hours they will again be allowed to accrue up to the accumulated maximum.

Accrued PTO is added to the employee’s PTO bank at the time the bi‐weekly paycheck is issued. All accrued PTO needs to be used by employees first before they can be granted any unpaid time off.

Guidelines for Use of PTO

• Employees may use time from their PTO bank in no less than hourly increments.

• Exempt employees must use PTO for absences of 4 hours or greater within a scheduled workday. Leaving early or coming in late and not using PTO shall be on a very limited basis.

• Employees are responsible for monitoring and taking their PTO over the course of a year, so they do not accumulate excess PTO when the last pay day of the calendar year ends.

• PTO must be reported accurately and honestly. Failure to do so may result in disciplinary action, up to and including termination of employment.

• Employees working less‐than ninety (90) calendar days are not eligible for PTO payout at the end of their employment unless required by state law.

• Employees working ninety (90) calendar days or more will be paid for the PTO they have accrued at employment end.

• If an employee has used PTO not yet accrued and employment terminates, the PTO taken is deducted from the final paycheck.

• Employees submitting their resignation are permitted to use PTO if scheduling permits prior to their termination date but cannot use PTO to extend their resignation date.

• PTO is paid at the employee’s base pay rate at the time of PTO. PTO is not used to calculate overtime or any special forms of compensation such as incentives, commissions, bonuses, or shift differentials.

Borrowing PTO

Borrowing of PTO is limited to two (2) days or sixteen (16) hours per calendar year at the discretion of the employee’s supervisor and subject to business needs after the usage of the employees accrued

Floating Holidays. If an employee requires more than two days off and does not have those days available in their PTO bank, they should discuss options for unpaid leave with their supervisor and may need to obtain the CFO’s or their designee’s approval before additional time can be extended.

Any employee allowed to borrow PTO must first sign the PTO Advance Request Form authorizing the Company to deduct hours from employee’s PTO accrual bank until the total hours of PTO advanced has been reimbursed. If approved, the form authorizes the Company, upon an employee’s termination, to deduct from the employee’s final paycheck any remaining PTO advanced that has not been repaid to the Company. In addition, the employee will be required to reimburse the Company for all remaining borrowed PTO hours should the employee leave the Company when the advanced PTO cannot be recouped through their final paycheck.

PTO Exceptions

Employees who miss more than three (3) consecutive scheduled days may be required to present a doctor’s release that permits them to return to work. This measure is intended in the best interests of patients, fellow employees and the employee’s own health when absence from work is for an extended period and to determine information regarding a potential need for leave of absence.

PTO accrued prior to the start of a requested and approved leave of absence must be used to cover hours missed before the start of any unpaid leave. PTO is not earned in pay periods during which unpaid leave, short or long‐term disability leave, or worker’s compensation leave are taken.

PTO taken in excess of the PTO accrual can result in disciplinary action up to and including termination unless prior authorization by the Chief Human Resources Officer. Excess time off without authorization will be unpaid.

PTO Notice Requirements

Employees must complete a request for any time off work via the Time and Attendance portal in a timely manner.

Usage of planned PTO requires at least three (3) days’ notice to the supervisor unless the PTO is used for legitimate, unexpected illness or emergencies. If employees are requesting PTO in excess of four (4) days for a vacation, or personal time, employees must submit their request to the supervisor as early as possible but at least three (3) weeks in advance of the requested time off. In all instances, PTO must be approved by the supervisor in advance.

If you will be out of work due to illness or due any other emergency for which notice could not be provided, you must call in and notify your supervisor as early as possible, but at least by the start of your workday. If you call in sick for three (3) or more consecutive days, you may be required to provide your supervisor with a doctor’s note on the day you return to work.

Although the Company will make reasonable efforts to accommodate a request in scheduling PTO, except as otherwise required by law, all scheduled PTO is subject to Company business needs and may be postponed when business needs require. PTO is subject to supervisor approval and not every employee can take accumulated time at the end of the year or during peak periods, The Company must continue to serve its clients. Employees are encouraged to plan their vacations in advance and take their PTO throughout the year. Supervisors are responsible for ensuring adequate staffing levels and should attempt, when feasible, to resolve vacation scheduling conflicts based on length of service and Company scheduling needs. At no time should employees schedule vacations without getting prior approval. The CFO reserves the right to make the final determination about vacation approval.

6‐5 Jury Duty

The Company realizes that it is the obligation of all U.S. citizens to serve on a jury when summoned to do so. All employees will be allowed time off to perform such civic service as required by law.

Employees are expected, however, to provide proper notice of a request to perform jury duty and verification of their service and attendance.

Employees also are expected to keep management informed of the expected length of jury duty service and to report to work for the major portion of the day if excused by the court. If the required absence presents a serious conflict for management, employees may be asked to try to postpone jury duty.

Any employee summoned for jury duty should contact Human Resources to review state regulations regarding pay. Employees who receive pay must provide documents from the court verifying their attendance of jury duty.

Procedures for absences due to jury duty are as follows:

1. employee assignment of jury duty notice is to be shown to their Supervisor at time of receiving such notice so and well in advance of the jury service; and

2. the employee must obtain from the clerk of the court a certificate of the time spent on jury duty and gives such certification to the Supervisor upon their return to work.

6‐6 Insurance Programs

Full‐time benefit eligible employees may participate in the Company’s insurance programs. Under these plans, eligible employees (see definition below) may receive comprehensive health and other insurance coverage for themselves and their families, as well as other benefits.

Benefits eligibility is dependent upon a variety of factors, including employee classification. Some benefit programs may require contributions from the employee, while some are paid in whole or in part by the Company.

1. Employees regularly working a minimum of 30 hours or more per week are eligible for benefits.

2. Employees working less than 30 hours per week may be subject to limited benefits.

3. Per Diem, Temporary Employees and Contract Workers are not eligible for benefits due to their limited work schedule.

Upon becoming eligible to participate in these plans, you will receive Summary of Benefits and

Coverage (SBCs) describing the benefits in greater detail. Please refer to the SBCs for detailed plan information. Of course, feel free to speak to Human Resources or Payroll if you have any further questions.

Section 7 ‐ Leaves of Absence

7‐1 Workers’ Compensation

On‐the‐job injuries are covered by our Workers’ Compensation Insurance Policy, which is provided at no cost to you. If you are injured on the job, no matter how slightly, report the incident immediately to your Supervisor. Failure to follow Company procedures may affect your ability to receive Workers’ Compensation benefits.

Employees who are injured on the job even slightly, and do not wish to take workers compensation leave are still required to initiate a worker’s compensation claim with the Human Resources

Department. All managers who become aware of an employee injury must contact Human Resources as soon as they become aware, to verify employee filed a worker’s compensation claim.

Any leave of absence due to a workplace injury runs concurrently with all other Company leaves of absence. Reinstatement from leave is guaranteed only if required by law. See the Leave of Absence sections of this handbook for more information.

7‐2 Bereavement Leave

We know the death of a family member is a time when employees wish to be with their families. If the employee is a Full‐Time or Part‐Time 30 status employee, and loses a close relative, they will be allowed paid time off up to three (3) regularly scheduled days to assist in attending to their obligations and commitments. Any additional time off will be at the Company discretion, applied against any accrued PTO, and must be arranged with the employee’s Supervisor. Employees must inform their

Supervisor prior to commencing bereavement leave. For the purposes of this policy, an immediate family member includes a spouse, domestic partner, child, stepchild, parent, stepparent, parent‐inlaw, sibling, grandparent or legal guardian or any other relation required by applicable law. In administering this policy, the Company may require verification of death.

7‐3 Military Leave

If employees are called into active military service or enlist in the uniformed services, they will be eligible to receive an unpaid military leave of absence. To be eligible for military leave, employees must provide management with advance notice of service obligations unless they are prevented from providing such notice by military necessity or it is otherwise impossible or unreasonable to provide such notice. Provided the absence does not exceed applicable statutory limitations, employees will retain reemployment rights and accrue seniority and benefits in accordance with applicable federal and state laws. Employees should ask Human Resources for further information about eligibility for Military Leave.

If employees are required to attend yearly Reserves or National Guard duty, they can apply for an unpaid temporary military leave of absence not to exceed the number of days allowed by law (including travel). They should give management as much advance notice of their need for military leave as possible so that we can maintain proper coverage while employees are away.

7‐4 Family Medical Leave Act (FMLA)

The Family and Medical Leave Act (FMLA) is a federal law that provides eligible employees of covered employers with unpaid, job‐protected leave for specified family and medical reasons. Eligible employees may take up to 12 workweeks of leave in a 12‐month period for one or more of the following reasons:

• The birth of a son or daughter or placement of a son or daughter with the employee for adoption or foster care, and to bond with the newborn or newly placed child;

• To care for a spouse, son, daughter, or parent who has a serious health condition, including incapacity due to pregnancy and for prenatal medical care;

• For a serious health condition that makes the employee unable to perform the essential functions of their job, including incapacity due to pregnancy and for prenatal medical care;

or

• For any qualifying exigency arising out of the fact that a spouse, son, daughter, or parent is a military member on covered active duty or call to covered active duty status.

An eligible employee may also take up to 26 workweeks of leave during a single 12‐month period to care for a covered service member with a serious injury or illness when the employee is the spouse, son, daughter, parent, or next of kin of the service member. An eligible employee is limited to a combined total of 26 workweeks of leave for any FMLA‐qualifying reasons during the single 12‐month period.

In addition to providing eligible employees an entitlement to leave, the FMLA requires that employers maintain employees’ health benefits during leave and restore employees to their same or an equivalent job after leave. The law sets requirements for notice, by both the employee and the employer, and provides employers with the right to require certification of the need for FMLA leave in certain circumstances. The law protects employees from interference and retaliation for exercising or attempting to exercise their FMLA rights. The law also includes certain employer record keeping requirements.

The first step in determining an employee’s entitlement to the benefits and protections of the FMLA is to establish if they are eligible for FMLA leave. The eligibility requirements are the same for all employees, regardless of the reason for the leave request. There are four criteria. An eligible employee is one who:

1. Works for a covered employer,

2. Has worked for the employer for at least 12 months as of the date the FMLA leave is to start,

3. Has at least 1,250 hours of service for the employer during the 12‐month period immediately before the date of the FMLA leave is to start, and

4. Works at a location where the employer employs at least 50 employees within 75 miles of that worksite as of the date when the employee gives notice of the need for leave.

Generally, employees must give 30‐days’ advance notice of the need for FMLA leave. If it is not possible to give 30‐days’ notice, an employee must notify their Supervisor as soon as possible and, generally, follow the Company’s usual call‐off procedures.

Employees do not have to share a medical diagnosis but must provide enough information to the Company so it can determine if the leave qualifies for FMLA protection. Sufficient information could include informing the Supervisor that the employee is or will be unable to perform their job functions, that a family member cannot perform daily activities, or that hospitalization or continuing medical treatment is necessary. Employees must inform the Company if the need for leave is for a reason for which FMLA leave was previously taken or certified.

The Company can require a certification or periodic recertification supporting the need for leave. If the Company determines that the certification is incomplete, they will provide a written notice indicating what additional information is required. An employee who fraudulently obtains Family and

Medical Leave from the Company is not protected by the FMLA’s job restoration or maintenance of health benefits provisions. In addition, the Company will take all available appropriate disciplinary action against such employee due to such fraud.

Paid Family Medical Leaves may be available as applicable to state law. Contact Human Resources for further information.

Not all branches of the Company qualify for FMLA protection due to its size. Please contact Human Resources if you feel you may need a leave of absence.

7‐5 Pregnancy Related Disability Leave

The Company forbids discrimination based on pregnancy or any medical condition related to pregnancy or childbirth. If an employee is temporarily unable to perform her job due to such medical conditions, please contact Human Resources to discuss needed leave as applicable to state law or other potential accommodations needed due to the medical reason. The Company will engage the employee in an interactive dialogue to determine the best accommodations possible for both parties.

7‐6 Sick Leave

An employee absence from work for three days or more due to an illness will be asked to submit a doctor’s release upon return to work. Sick leave is subject to applicable state law.

Use of sick leave for valid reasons shall not be considered pattern abuse. It is the Company policy to take corrective action for unauthorized use and/or abuse of sick leave.

Section 8 ‐ General Standards of Conduct

8‐1 Workplace Conduct

The Company endeavors to maintain a positive work environment. Each employee plays a role in fostering this environment. Accordingly, we all must abide by certain rules of conduct, based on honesty, common sense and fair play. Each employee is expected to treat other employees with civility and respect, recognizing that disagreement and informed debate are valued but must be delivered in a respectful manner.

Because everyone may not have the same idea about proper workplace conduct, it is helpful to adopt and enforce rules all can follow. Unacceptable conduct may subject the offender to disciplinary action, up to and including discharge, in the Company’s sole discretion.

Obviously, not every type of misconduct can be listed. Note that all employees are employed at‐will, and the Company reserves the right to impose whatever discipline it chooses, or none at all, in a particular instance. The Company will deal with each situation individually and nothing in this handbook should be construed as a promise of specific treatment in any given situation. However, the Company will endeavor to utilize progressive discipline but reserves the right in its sole discretion to terminate an employee at any time for any reason.

The observance of these rules will help to ensure that our workplace remains a safe and desirable place to work.

8‐2 Rules of Conduct and Discipline

Three basic principles form the basis of the Company’s approach to relations with employees. They are open communication, respect for the individual, and rewards commensurate with performance.

Each of these concerns focuses on the development of a strong relationship between the supervisor and an employee.

Employees are expected to observe certain standards of job performance and good conduct. When performance or conduct does not meet the Company’s standards, the Company will endeavor when it deems appropriate to provide the employee a reasonable opportunity to correct the deficiency. If, however, the employee fails to make the correction, they will be subject to discipline including termination. The Company reserves the right to terminate the employee without resorting to any prior disciplinary steps.

The rules set forth below are intended to provide employees with fair notice of what is expected of them. Necessarily, however, such rules cannot identify every type of unacceptable conduct and performance. The following list of factors is intended to set out certain limited examples and is not intended to be exclusive. Therefore, employees should be aware that conduct not specifically listed below but which adversely affects or is otherwise determined by the Company to be detrimental to its interests, other employees or clients may also result in disciplinary action at the sole discretion of the Company.

Job Performance

Employees may be disciplined, up to and including termination, for poor job performance, including but not limited to the following:

1. unsatisfactory work quality or quantity;

2. unprofessional conduct (for example, rudeness or lack of cooperation);

3. excessive absenteeism (generally four (4) occurrences or more) or tardiness within a rolling calendar year, except allowed by law such as FMLA; and

4. failure to follow instructions, policies or procedures.

Misconduct

The following, while not all‐inclusive, is a list of the some of the types of behavior and conduct, which may lead to disciplinary action, up to and including termination:

1. violating professional boundaries (for example, giving or receiving personal gifts from patients; picking up groceries for a homebound patient; social contacts with former patients; any sexual relationships with patients or their family members; handling patient’s money for personal reasons or becoming beneficiaries/executors to their wills; discussing one’s own beliefs and values with patients). Please consult with the Compliance Officer if you need guidance on whether a particular action is in breach of professional boundaries;

2. reporting to work under the influence of drugs (prescribed, illegal or controlled substances) which impairs their peak performance, alcohol, or the possession, consumption, sale, or transfer of such substances on Company property;

3. stealing or attempting to steal Company property or the property of other employees, patients, or clients, intentionally destroying or damaging Company property, or coworker’s property;

4. unauthorized use of Company cash, credit cards, credit accounts, ATM cards, gasoline cards, mail order accounts or any other accounts in the name of the Company;

5. failure to abide by the terms as agreed upon in the “Confidentiality Agreement” between the Company and employee;

6. failure to abide by the terms as agreed upon in the “Company Protective Provisions Agreement”, between the Company and employee;

7. use of any Company vehicle for purposes not related to employment without prior written permission of the Company;

8. failure to immediately report to management of any conditions, or knowledge of such conditions, that may result in an unsafe environment for Company personnel;

9. bringing firearms, ammunition, or weapons of any kind on Company property;

10. fighting, scuffling, disrupting the work of others, or engaging in horseplay;

11. violation of safety rules and policies;

12. violation of harassment or equal employment opportunity policies, engaging in harassment of any kind;

13. violation of communication and computer systems policies;

14. intentionally withholding information or conducting yourself in a manner which is deceitful and motivated by the intent to avoid following Company rules;

15. falsifying an employment application, health questionnaire, time records, or any other document required by the Company, and obtaining employment based on false or misleading information;

16. Altering, falsifying, or destroying documents;

17. excessive or unexcused absenteeism and/or tardiness including but not limited to irregular attendance, habitual lateness, patterns of absence;

18. completing another employee’s time records.

19. threatening, intimidating, coercing, harassing, or interfering with fellow employees, patients, vendors or supervisors;

20. gambling on Company property;

21. performing the work of personal nature during work hours, use of personal cell phones, personal laptops during work hours in excess and disrupting employee productivity or distracting others with use.

22. using profane, abusive, or threatening language toward fellow employees, patients, vendors or supervisors;

23. engaging in immoral conduct or indecency or any unprofessional workplace conduct;

24. sharing proprietary information electronically to unauthorized persons or to personal email;

25. Failure to perform assigned job duties, or unsatisfactory job performance; and

26. Insubordination including improper conduct toward a co‐worker, supervisor, or patient, refusal to perform assigned tasks, refusal to comply management or leadership decisions, directions or requirements set forth or follow company policy.

Discipline Procedure

Except as set forth below, discharge for poor performance may be preceded by an oral warning and/or a written warning. However, the Company reserves the right to proceed directly to termination, without resort to prior disciplinary steps, when it deems such action appropriate. Employees receiving a written warning will be asked to sign the corrective action as acknowledgment of receipt. Refusal to sign will be witnessed by another manager.

8‐3 Professional Boundaries

KabaFusion requires all employees to maintain a professional boundary when dealing and engaging patients. Professional boundaries are guidelines for maintaining a positive and helpful relationship with patients. Understanding boundaries helps caregivers avoid stress and misconduct, recognize boundary crossings and provide the best possible care. It’s important not to let the balance of power slide heavily onto the caregiver’s side of the relationship. Maintaining professional boundaries helps the caregiver maintain a helpful or “therapeutic” relationship with the patient.

Employees should not engage in electronic communication with patients not related to the patient’s care. If patients send personal messages to employees not related to patient care, the employee must inform Human Resources before engaging in further conversation.

8‐4 Conflict of Interest and Business Ethics

It is KabaFusion’s policy that all employees avoid any conflict between their personal interests and those of the Company. The purpose of this policy is to ensure that the Company’s honesty and integrity, and therefore its reputation, are not compromised. Employees are expected to perform their duties to the Company in good faith, in a manner that is in the best interests of the Company and its owners. They are expected to use good judgment, to remain in compliance with applicable laws, and to avoid situations that create an actual or potential conflict between the employee’s personal interests and the interests of the Company.

The fundamental principle guiding this policy is that no employee should have, or appear to have, personal interests or relationships that actually or potentially conflict with the best interests of the Company. A conflict of interest exists where the employee’s duties or loyalties are divided between the Company’s interests, and those of another person or entity, such as those of the employee, or of a competitor, supplier, or client. Any exceptions to this guideline, including any consulting services employee may want to engage in, must be approved must be approved by the General Counsel.

Employees must complete a Conflict of Interest questionnaire on an annual basis.

This policy is not intended to prohibit the acceptance of modest courtesies, openly given and accepted as part of the usual business amenities, for example, occasional business‐related meals or promotional items of nominal or minor value.

It is your responsibility to report any actual or potential conflict that may exist between you (and your immediate family) and the Company.

8‐5 Discrimination, Harassment and Retaliation Prevention

KabaFusion Holdings and its Affiliates does not tolerate and prohibits discrimination, harassment or retaliation of or against job applicants, contractors, interns, volunteers or employees by another employee, supervisor, vendor, customer or any third party on the basis of race, religious creed, color, age, sex, sexual orientation, gender, gender identity, gender expression, national origin, ancestry, marital status, medical condition as defined by state law (cancer or genetic characteristics), disability, military and veteran status, pregnancy, childbirth and related medical conditions, or any other characteristic protected by applicable federal, state or local laws and ordinances. The Company is committed to a workplace free of discrimination, harassment and retaliation.

Discrimination Defined

Discrimination under this policy means treating differently or denying or granting a benefit to an individual because of the individual’s protected characteristic.

Harassment Defined

Harassment is defined in this policy as unwelcome verbal, visual or physical conduct creating an intimidating, offensive or hostile work environment that interferes with work performance.

Harassment can be verbal (including slurs, jokes, insults, epithets, gestures or teasing for example), graphic (including offensive posters, symbols, cartoons, drawings, computer displays or emails) or physical conduct (including physically threatening another, blocking someone’s way, etc.) that denigrates or shows hostility or aversion towards an individual because of any protected characteristic. Such conduct violates this policy, even if it is not unlawful. Because it is difficult to define unlawful harassment, employees are expected to behave at all times in a professional and respectful manner.

Sexual Harassment Defined

Sexual harassment can include all of the above actions, as well as other unwelcome conduct, such as unwelcome or unsolicited sexual advances, requests for sexual favors, conversations regarding sexual activities and other verbal or physical conduct of a sexual nature.

Examples of conduct that violates this policy include:

• unwelcome sexual advances, flirtations, advances, leering, whistling, touching, pinching, assault, blocking normal movement;

• requests for sexual favors or demands for sexual favors in exchange for favorable treatment;

• obscene or vulgar gestures, posters or comments;

• sexual jokes or comments about a person’s body, sexual prowess or sexual deficiencies;

• propositions or suggestive or insulting comments of a sexual nature;

• derogatory cartoons, posters and drawings;

• sexually explicit emails or voicemails;

• uninvited touching of a sexual nature;

• unwelcome sexually related comments;

• conversation about one’s own or someone else’s sex life;

• conduct or comments consistently targeted at only one gender, even if the content is not sexual; and

• teasing or other conduct directed toward a person because of the person’s gender.

Retaliation Defined

Retaliation means adverse conduct taken because an individual reported an actual or perceived violation of this policy, opposed practices prohibited by this policy, or participated in the reporting and investigation process described below. “Adverse Conduct” includes but is not limited to:

• shunning and avoiding an individual who reports harassment, discrimination or retaliation;

• express or implied threats or intimidation intended to prevent an individual from reporting harassment, discrimination or retaliation; and

• denying employment benefits because an applicant or employee reported harassment, discrimination or retaliation or participated in the reporting and investigation process described below.

All discrimination, harassment and retaliation are unacceptable in the workplace and in any workrelated settings such as business trips and business‐related social functions, regardless of whether the conduct is engaged in by a supervisor, co‐worker, client, customer, vendor or other third party.

Reporting Procedures

The following steps have been put into place to ensure the work environment is respectful, professional, and free of discrimination, harassment and retaliation. If an employee believes someone has violated this policy or the Equal Employment Opportunity Policy, the employee should promptly bring the matter to the immediate attention of Chief Human Resources Officer (Phone numbers are available through the Company directory). If this individual is the person toward whom the complaint is directed the employee should contact any higher‐level manager in the reporting chain. If the employee makes a complaint under this policy and has not received a satisfactory response within five (5) business days, they should contact Human Resources immediately (Phone numbers are available through the Company directory).

Every supervisor who learns of any employee’s concern about conduct in violation of this policy, whether in a formal complaint or informally must immediately report the issues rose to Chief Human Resources Officer.

Investigation Procedures

Upon receiving a complaint, the Company will promptly conduct a fair and thorough investigation into the facts and circumstances of any claim of a violation of this policy or our Equal Employment Opportunity policy. To the extent possible, the Company will endeavor to keep the reporting employee’s concerns confidential. However, complete confidentiality may not be possible in all circumstances.

During the investigation, the Company generally will interview the complainant and the accused, conduct further interviews as necessary and review any relevant documents or other information.

Upon completion of the investigation, the Company shall determine whether this policy has been violated based upon its reasonable evaluation of the information gathered during the investigation.

The Company will inform the complainant and the accused of the results of the investigation.

The Company will take corrective measures against any person who it finds to have engaged in conduct in violation of this policy, if the Company determines such measures are necessary. These measures may include, but are not limited to, counseling, suspension or immediate termination.

Anyone, regardless of position or title, whom the Company determines has engaged in conduct that violates this policy will be subject to discipline, up to and including termination.

Remember, the Company cannot remedy claimed discrimination, harassment or retaliation unless employees bring these claims to the attention of management. Employees should not hesitate to report any conduct which they believe violates this policy to a manager, the Human Resources department or the Chief HR Officer or they can also report it anonymously through www.Lighthouse‐Services.com/KabaFusion.

8‐6 Punctuality and Attendance

Employees are hired to perform important functions. As with any group effort, operating effectively takes cooperation and commitment from everyone. Therefore, attendance and punctuality are very important. Unnecessary absences and lateness are expensive, disruptive and place an unfair burden on fellow employees and supervisors. We expect excellent attendance from all employees.

Tardiness

Employees are expected to be at their place of work, prepared to work, during the entirety of work hours established by their supervisors. Employees are tardy if they fail to report to the assigned workplace, prepared to work, and at the scheduled time. This includes returning from breaks and meal periods.

Unscheduled Absence

On each day that an employee takes an absence not scheduled in advance, the employee must notify the Supervisor and give the expected return date and time. Lack of notice to the Supervisor for an absence of two (2) consecutive days indicates that the staff member has abandoned the job and is grounds for voluntary termination of employment. Lack of notice during an absence of less than two days is subject to disciplinary action, up to and including termination of employment.

We do recognize, however, there are times when absences and tardiness cannot be avoided. In such cases, employees are expected to notify Supervisors as early as possible, but no later than the start of the workday. Asking another employee, friend or relative to give this notice is improper and constitutes grounds for disciplinary action. Employees should call, stating the nature of the illness and its expected duration, for every day of absenteeism. Texting an absence to a Supervisor is unacceptable.

In addition to the general rules stated above, employees may be disciplined for failing to observe the following specific requirements relating to attendance:

1. reporting to work on time, observing the time limits for rest and lunch periods taking meal breaks later than required by state law and obtaining approval for absences or to leave work early; and/or

2. notifying the Supervisor in advance of anticipated tardiness or absence. And/or

3. excessive absences, including patterns of unexcused absences.

Excessive absences, including patterns of unexcused absences is subject to corrective counseling up to and including termination of employment.

Employees who call off the business day before or the business day after a paid holiday more than twice in a year, may be required by the Company to provide a doctor’s note verifying medical reason.

If an employee abuses unscheduled time off in a pattern, the Company may reasonably suspect pattern abuse. If it is suspected, the Company will invite the employee to explain, rebut, or refute the pattern abuse claim.

Employees are not allowed to work from home the day before a long weekend, holiday or the day after unless authorized to do so by their Supervisor.

Excessive absenteeism or tardiness will result in disciplinary action up to and including discharge.

8‐7 Company Proprietary and Confidential Information

During the course of work, an employee may become aware of confidential information about Company business, including but not limited to information regarding finances, pricing, products and new product development, software and computer programs, marketing strategies, suppliers and customers and potential customers. An employee also may become aware of similar confidential information belonging to the Company’s clients. It is extremely important that all such information remain confidential. Any employee who improperly copies, removes (whether physically or electronically), uses or discloses confidential information to anyone outside of the Company may be subject to disciplinary action up to and including termination. Employees may be required to sign an agreement reiterating these obligations.

The Company has invested and will continue to invest considerable resources in the development of its business, which has or will result in the generation of proprietary, confidential and/or trade secret data and information, both tangible and intangible, which are owned by the Company. It would be unlawful for any employee to appropriate, to attempt to appropriate, or to disclose the confidential information to any person or entity except as may be authorized by the Company. Accordingly, as a condition to and part of the employment relationship with Company employees must agree to be bound by and to comply with the standard Employee Inventions Assignment and Confidentiality Agreement, together with all requirements of the Company regarding proprietary rights and confidential information, as such agreements and requirements may be amended from time to time.

Additionally, employees may not discuss information about patients, their illnesses or other personal information with anyone except with those on a need to know basis. The Company follows and expects employees to adhere to any relevant regulatory requirements, including HIPAA.

8‐8 Gifts and Favors

The standards set forth for gifts and favors (i.e., services which are either unpaid or where the charge is below fair market) apply not only to receiving gifts or favors, but to giving them as well. Employees should not place themselves under an actual or apparent obligation to anyone by accepting gifts or favors that are intended or appear to be intended to influence any business judgment. Gifts or favors may be given to others at KabaFusion expense only if they are consistent with customary business practices, are not excessive in value or frequency and are consistent with KabaFusion policy. Gifts and favors should not be given or accepted if they can be construed as a bribe or payoff, if they are in violation of applicable laws or ethical standards, or if public disclosure of the facts would embarrass the employee or KabaFusion.

If employees deal with suppliers/vendors, contracts, competitors or any person doing or seeking to do business with KabaFusion, they should not allow the giving or receiving of gifts or favors to interfere with the decisions that favor the employee’s personal interests over the best interests of KabaFusion.

In cases where an employee is offered or receives a gift or favor which appears to have a value in excess of Twenty‐Five Dollars ($25.00), the employee should review the situation with their supervisor, and it should be brought to the CFO’s attention.

Only if an employee is authorized to do so by their supervisor, they may give a patient an inexpensive gift, as long as it has a nominal retail value. However, the item cannot be cash or cash equivalents, i.e. gift cards, credit cards.

Gift‐giving to referring doctors is highly discouraged by the professional associations but an employee, if authorized to do so by their supervisor, may offer small promotional gifts such as pens and notepads. The gifts should be of nominal value.

KabaFusion will never offer or give gifts or favors intended for the personal use of an individual or employee or an agent of another corporation, organization, or government in return for specific favorable business decisions or treatment. Similarly, employees must not accept gifts or favors under such circumstances.

Employees who intend to provide gifts to patients, and referring patients, or have received gifts from patients or physicians, must contact the Chief Compliance Officer to verify that the amount of the gift is appropriate and compliant with applicable laws.

8‐9 Health and Safety

The health and safety of employees and others on Company property are of critical concern to KabaFusion. The Company intends to comply with all health and safety laws applicable to our business.

To this end, we must rely upon employees to ensure that work areas are kept safe and free of hazardous conditions. Employees are required to be conscientious about workplace safety, including proper operating methods, and recognize dangerous conditions or hazards. Any unsafe conditions or potential hazards should be reported to management immediately, even if the problem appears to be corrected. Any suspicion of a concealed danger present on the Company’s premises, or in a product, facility, piece of equipment, process or business practice for which the Company is responsible should be brought to the attention of management immediately.

Periodically, the Company may issue rules and guidelines governing workplace safety and health. The Company may also issue rules and guidelines regarding the handling and disposal of hazardous substances and waste. All employees should familiarize themselves with these rules and guidelines, as strict compliance will be expected.

Any workplace injury, accident, or illness must be reported to the employee’s Supervisor and Human Resources immediately, regardless of the severity of the injury or accident.

In order to provide a safe environment, the Company reserves the right to search all Company property, including all employee desks, files, workstations, lockers, mobile devices, etc. and to make reasonable searches of employee property brought into the workplace.

8‐10 Employee Dress and Personal Appearance

The Company strives to project a professional image to visitors and the public at‐large. As representatives of the Company, employees are expected to dress in a professional manner assuring their safety, company image, customer interaction, and ability to perform their job. The Company has established an employee dress standard to ensure a productive, clean and safe work environment as well as a professional image.

Employees are expected to report to work well groomed, clean, observe good personal hygiene, and dressed according to the requirements of your position. Some employees may be required to wear uniforms or safety equipment/clothing. Please contact your Supervisor for specific information regarding acceptable attire for your position. If you report to work dressed or groomed inappropriately, you may be prevented from working until you return to work well‐groomed and wearing the proper attire. Failure to follow dress and personal appearance guidelines can result in disciplinary action up to and including termination.

The Company recognizes appearance is a form of self‐expression and wishes to make no effort to control or dictate employee appearance, unless it poses a conflict with company policy or operations, health and safety, an employee’s (or that of another employee’s) ability to perform their job.

Individuals who wish to wear something that potentially contravenes this Policy, for example for religious reasons, culture, or perhaps due to a disability, should discuss this in confidence with Human Resources. Requests for reasonable accommodation (i.e. Title VII, ADA) will be considered for situations requiring an exception.

Employees should dress conservatively, in good taste and according to the requirements of their position. Office staff should wear “business dress” from Monday through Thursday of each week.

Friday has been designated as “casual” day for office staff only. On these occasions, employees are still expected to present a neat appearance and follow the Casual Dress guidelines contained within the Dress and Personal Appearance Policy. From time to time, casual Friday may be repealed per management discretion depending on the presence of on‐site visitors.

8‐11 Use of Facilities, Equipment and Property

Equipment essential in accomplishing job duties is often expensive and may be difficult to replace.

When using property, employees are expected to exercise care, perform required maintenance, and follow all operating instructions, safety standards and guidelines.

Employees should notify their Supervisor if any equipment, machines, or tools appear to be damaged, defective, or in need of repair. Prompt reporting of loss, damages, defects, and the need for repairs could prevent deterioration of equipment and possible injury to employees or others. The Supervisor can answer any questions about an employee’s responsibility for maintenance and care of equipment used on the job.

Improper, careless, negligent, destructive, or unsafe use or operation of equipment can result in discipline, up to and including discharge.

Further, the Company is not responsible for any damage to employees’ personal belongings unless the employee’s Supervisor provided advance approval for the employee to bring the personal property to work.

8‐12 Use of Communications and Computer Systems

KabaFusion communication and computer systems are intended for business purposes. This includes the voicemail, e‐mail and Internet systems. Users have no legitimate expectation of privacy regarding their use of the Company systems.

The Company may access the voicemail and e‐mail systems and obtain the communications within the systems, including past voicemail and e‐mail messages, without notice to users of the system, in the ordinary course of business when the Company deems it appropriate to do so. The reasons for which the Company may obtain such access include but are not limited to: maintaining the system; preventing or investigating allegations of system abuse or misuse; assuring compliance with software copyright laws; complying with legal and regulatory requests for information; and ensuring that Company operations continue appropriately during an employee’s absence.

Further, the Company may review Internet usage to ensure that such use with Company property, or communications sent via the Internet with Company property, are appropriate. The reasons for which the Company may review employees’ use of the Internet with Company property include but are not limited to: maintaining the system; preventing or investigating allegations of system abuse or misuse; assuring compliance with software copyright laws; complying with legal and regulatory requests for information; and ensuring that Company operations continue appropriately during an employee’s absence.

The Company may store electronic communications for a period of time after the communication is created. From time to time, copies of communications may be deleted.

The Company’s policies prohibiting harassment, in their entirety, apply to the use of Company’s communication and computer systems. No one may use any communication or computer system in a manner that may be construed by others as harassing or offensive based on race, national origin, sex, sexual orientation, age, disability, religious beliefs or any other characteristic protected by federal, state or local law.

Further, since the Company’s communication and computer systems are intended for business use, all employees, upon request, must inform management of any private access codes or passwords.

Unauthorized duplication of copyrighted computer software violates the law and is strictly prohibited.

No employee may access, or attempt to obtain access to, another employee’s computer systems without appropriate authorization.

Violators of this policy may be subject to disciplinary action, up to and including discharge.

8‐13 Use of Social Media

The Company respects the right of any employee to maintain a blog or web page or to participate in a social networking, site, including but not limited to Twitter, Facebook and LinkedIn. However, to protect Company interests and ensure employees focus on their job duties, employees may not post on a blog or web page or participate on a social networking platform during work time or at any time with Company equipment or property.

All rules regarding confidential and proprietary business information apply in full to blogs, web pages and social networking platforms. Any information that cannot be disclosed through a conversation, a note or an e‐mail also cannot be disclosed in a blog, web page or social networking site. Additionally, no photos of the workplace may be posted on any such site or of any employees without their consent.

Whether an employee is posting something on their own blog, web page, social networking, Twitter or similar site or on someone else’s, if the employee mentions the Company and also expresses either a political opinion or an opinion regarding the Company’s actions that could pose an actual or potential conflict of interest with the Company, the poster must include a disclaimer. The poster should specifically state that the opinion expressed is their personal opinion and not the Company’s position.

This is necessary to preserve the Company’s good will in the marketplace.

Any conduct that is impermissible under the law if expressed in any other form or forum is impermissible if expressed through a blog, web page, social networking, Twitter or similar site. For example, posted material that is discriminatory, obscene, defamatory, libelous or violent is forbidden.

Company policies apply equally to employee social media usage.

The Company encourages all employees to keep in mind the speed and manner in which information posted on a blog, web page, and/or social networking site is received and often misunderstood by readers. Employees must use their best judgment. As users of social networks, we encourage Employees to support our business, should they wish to do so. Employees have the right to engage in protected concerted activity via social media. Employees are to use discretion and good business ethics and are encouraged to use common sense, beware of privacy issues and be honest when posting. Employees must establish that all opinions are their own and not of the Companies’ but at the same time, distinguish that they are indeed employees of the Company.

Employees with any questions should review the guidelines above and/or consult with their supervisor. Failure to follow these guidelines may result in discipline, up to and including discharge.

8‐14 Personal and Company‐Provided Portable Communication Devices

Company‐provided portable communication devices (PCDs), including cell phones and personal digital assistants, should be used primarily for business purposes. Employees have no reasonable expectation of privacy regarding the use of such devices, and all use is subject to monitoring, to the maximum extent permitted by applicable law. This includes as permitted the right to monitor personal communications as necessary.

Some employees may be authorized to use their own PCD for business purposes. These employees should work with the IT department to configure their PCD for business use. Communications sent via a personal PCD also may subject to monitoring if sent through the Company’s networks and the PCD must be provided for inspection and review upon request.

All conversations, text messages and e‐mails must be professional. When sending a text message or using a PCD for business purposes, whether it is a Company‐provided or personal device, employees must comply with applicable Company guidelines, including policies on sexual harassment, discrimination, conduct, confidentiality, equipment use and operation of vehicles. Using a Company issued PCD to send or receive personal text messages is always prohibited and personal use during working hours should be limited to emergency situations.

If an employee who uses a personal PCD for business resigns or is discharged, the employee will be required to submit the device to the IT department for resetting on or before their last day of work.

At that time, the IT department will reset and remove all information from the device, including but not limited to, Company information and personal data (such as contacts, e‐mails and photographs).

The IT department will make efforts to provide employees with the personal data in another form (e.g., on a disk) to the extent practicable; however, the employee may lose some or all personal data saved on the device.

Employees may not use their personal PCD for business unless they agree to submit the device to the IT department on or before their last day of work for resetting and removal of Company information.

This is the only way currently possible to ensure that all Company information is removed from the device at the time of termination. The removal of Company information is crucial to ensure compliance with the Company’s confidentiality and proprietary information policies and objectives.

Please note that whether employees use their personal PCD or a Company‐issued device, the Company’s electronic communications policies, including but not limited to, proper use of communications and computer systems, remain in effect.

Portable Communication Device Use While Driving

Employees who drive on Company business must abide by all state or local laws prohibiting or limiting PCD (cell phone or personal digital assistant) use while driving. Further, even if usage is permitted, employees may choose to refrain from using any PCD while driving. “Use” includes, but is not limited to, talking or listening to another person or sending an electronic or text message via the PCD.

Regardless of the circumstances, including slow or stopped traffic, if any use is permitted while driving, employees should proceed to a safe location off the road and safely stop the vehicle before placing or accepting a call. If acceptance of a call is absolutely necessary while the employee is driving, and permitted by law, the employee must use a hands‐free option and advise the caller that he/she is unable to speak at that time and will return the call shortly.

Under no circumstances should employees feel that they need to place themselves at risk to fulfill business needs.

Since this policy does not require any employee to use a cell phone while driving, employees who are charged with traffic violations resulting from the use of their PCDs while driving will be solely responsible for all liabilities that result from such actions.

The employee may have no reasonable expectation of privacy in devices used to store company data and to access company electronic information and communication systems. Employees must not delete any Company data or information from the cell phones before returning them to Company.

Any employee unable to produce equipment in working order will be liable for the replacement cost of said equipment. Texting and e‐mailing while driving is prohibited in all circumstances.

8‐15 Camera Phones/Recording Devices

Due to the potential for issues such as invasion of privacy, sexual harassment and loss of productivity, as well as inappropriate disclosure of confidential information, no employee may use a personal or issued video surveillance or recording device or camera phone function on any phone on company property or while performing work for the Company, unless approved to do so for a limited work related reason by a Supervisor.

The use of tape recorders, Dictaphones or other types of voice recording devices anywhere on Company property, including to record conversations or activities of other employees or management, or while performing work for the Company, is also strictly prohibited, unless the device was provided to you by the Company and is used solely for legitimate business purposes.

8‐16 Publicity/Statements to the Media

All media inquiries regarding the position of the Company as to any issues must be referred to General Counsel. Only General Counsel is authorized to make or approve public statements on behalf of the Company. No employees, unless specifically designated by the General Counsel are authorized to make those statements on behalf of Company. Any employee wishing to write and/or publish an article, paper, or other publication on behalf of the Company must first obtain approval from General Counsel.

8‐17 Inspections

Company reserves the right to require employees while on Company property, or on client property, to agree to the inspection of their persons, personal possessions and property, personal vehicles parked on Company or client property, and work areas. This includes but is not limited to; lockers, vehicles, desks, cabinets, workstations, packages, handbags, briefcases and other personal possessions or places of concealment. Employees are expected to cooperate in the conduct of any search or inspection by a manager.

8‐18 Smoking

For health and safety reasons the Company maintains a smoke‐free work environment. Smoking, including the use of e‐cigarettes, vape pens, recreational drugs and others, is prohibited on Company premises and in all Company vehicles. This prohibits smoking in the workplace, including patient’s homes, within 20 feet of any entrance, exits, or open windows. Refer to Smoke Free Environment Policy for further details.

8‐19 Personal Visits and Telephone Calls

Disruptions during work time can lead to errors and delays. Therefore, we ask that personal telephone calls be kept to a minimum, and only be made or received after working time, or during lunch or break time.

Company telephone lines are to remain open for business calls and to service the Company’s clients.

Employees are requested to discourage personal calls, both incoming and outgoing – with the exception of personal emergency calls. Long distance calls are not allowed unless strictly business related. Any necessary personal long‐distance calls should be placed using a personal mobile device, calling card or collect.

In addition, use of personal cell phones for personal business during normal business hours is strictly prohibited, except only in emergency situations or can be accessed during non‐working breaks and made away from workstation. This includes refraining from personal texting. Employees are to focus on the work at hand during working hours and not use cell phones unless conducting business for the Company.

Some employees may be issued Company cell phones. All business‐related information and data in all formats which might be stored on or accessed through smartphones are the property of the Company and the Company reserves the right to ask for their return at any time. Employees must surrender Company cell phones and necessary passwords upon separation of employment for examination to accomplish removal of company information and data. Employees are expected to not save any personal data or information on the phones. The employee may have no reasonable expectation of privacy in devices used to store company data and to access company electronic information and communication systems. Employees must not delete any Company data or information from the cell phones before returning them to Company. Any employee unable to produce equipment in working order will be liable for the replacement cost of said equipment.

An employee engaging in the Company business using a cell phone, electronic or mobile device while driving is prohibited.

For safety and security reasons, employees are prohibited from having personal guests visit or accompany them anywhere in our facilities other than the reception areas.

8‐20 Solicitation and Distribution

To avoid distractions, solicitation by an employee of another employee is prohibited while either employee is on work time and in all immediate patient care areas. “Work time” is defined as the time an employee is engaged, or should be engaged, in performing their work tasks for KabaFusion Holdings and its Affiliates. Solicitation of any kind by non‐employees on Company premises is always prohibited.

Distribution of advertising material, handbills, printed or written literature of any kind in immediate patient care areas and all other working areas of the Company is always prohibited. Distribution of literature by non‐employees on Company premises is prohibited at all times.

8‐21 Theft Prevention

Although the Company has security measures in place to prevent unauthorized access to our premises, we must all take preventative measures to ensure the safekeeping of Company property and personal belongings. Please observe the following guidelines:

• Do not leave any personal valuables unattended.

• Do not leave laptops, mobile or smartphones, smart watches, etc. in an unattended vehicle at any time.

• Before leaving each day, store away any personal belongings that might be of value.

• Keep your filing cabinets and drawers locked in the evenings.

• Immediately report to the Supervisor any person whose presence you feel is not authorized.

• Do not provide anyone else with your passwords or security access codes.

• Keep all keys, credit cards, ATM cards in a safe and secure place.

The Company is not responsible for any loss or theft of personal items including those in your vehicle, at a patient’s home and or at the office.

8‐22 Operation of Vehicles

All employees authorized to drive Company‐owned or leased vehicles or personal vehicles in conducting Company business must possess a current, valid driver’s license, auto insurance and an acceptable driving record. Any change in license status or driving record must be reported to management immediately.

An employee must have a valid driver’s license in their possession as well possess current auto insurance while operating a vehicle off or on Company property. It is the responsibility of every employee to drive safely and obey all traffic, vehicle safety, and parking laws or regulations. Drivers must always demonstrate safe driving habits. Failure to maintain current auto license and auto insurance may result in disciplinary action up to and including discharge.

Company‐owned or leased vehicles may be used only as authorized by management.

8‐23 Business Expense Reimbursement

Employees will be reimbursed for reasonable and necessary approved expenses while traveling on authorized company business or incurred in the course of entertaining business clients. These expenses must be approved by the employee’s Supervisor, and may include air travel, hotels, motels, meals, cab fare, rental vehicles, or gas and car mileage for personal vehicles. All expenses incurred must be submitted with detailed receipts utilizing the Company Concur Expense software in a timely manner.

The Company assumes no obligation to reimburse employees for expenses that are not in compliance with the Expense Policy which is designed to act as a guideline for business travel, entertainment expense and miscellaneous expense reimbursements. Employees are expected to exercise restraint and good judgment when incurring expenses on Company’s behalf and as outlined in the policy.

Employees should contact their Supervisor in advance if they have any questions about whether an expense will be reimbursed or consult the policy for more detail.

Employees who do not comply with this policy may be subject to delay or withholding of reimbursement and/or disciplinary action. Disregard for Company policy or altering or receipts can result in disciplinary action up to and including termination. Adherence to this policy will be monitored periodically by Management.

8‐24 Termination

Employees also must return all the Company’s Confidential Information upon separation. To the extent permitted by law, employees will be required to repay the Company, (through payroll deduction, if lawful) for any lost or damaged Company property. As noted previously, all employees are employed at‐will and nothing in this handbook changes that status.

Voluntary Termination of Employment

Any employee may voluntarily resign their position at any time and for any reason. The Company also will consider an employee to have voluntarily resigned if the employee:

1. fails to return from an approved leave of absence on the specified return date; or

2. fails to report to work without notice for two (2) consecutive workdays.

Involuntary Termination of Employment

The Company reserves the right to terminate any employee at any time, with or without cause or notice. A partial list, while not complete, of examples of behavior that can result in immediate termination of employment, is set forth in the section of this Handbook relating to rules of conduct and disciplinary action.

Termination Due to Reorganizations, Economic Downturn or Lack of Work

From time to time, the Company may need to terminate an employee as a consequence of reorganizations, job eliminations, and economic downturns in business or lack of work. Should the Company consider such terminations necessary, it will attempt to provide all affected employees with advance notice when practical. In such cases, the Company will abide by all applicable laws.

Termination Due to Violation of Applicable Laws

Applicable federal and state laws may require the Company to terminate an employee if such employee is (i) suspended, excluded from participation in, or sanctioned under, any federal or state health care program (including, without limitation, Medicare and Medicaid); (ii) charged with any criminal offense related to the delivery of any medical or health care services or supplies, or related to the neglect or abuse of patients; (iii) under investigation by any federal or state authority for any criminal offense related to the delivery of any medical or health care services or supplies, or related to the neglect or abuse of patients; or (iv) otherwise in violation of any federal, state and local laws and regulations applicable to the provision of health care services or payment for such services, including in particular, but without limitation, laws relating to professional licensure (if applicable) and confidentiality of patient‐related information.

Return of Company Property

All Company property must be returned in good working condition by employees on or before their last day of work and provide security passcodes. Where permitted by applicable laws, the Company may withhold from the employee’s check or final paycheck the cost of any items that are not returned when required.

Benefits

Terminating employees should contact the Human Resource department prior to termination to obtain information on insurance program end dates, coverage options (COBRA), and other issues, if applicable.

Final Paycheck

The final paycheck will include the total amount of salary or wages earned up to the date at time of termination. State law may require that an employee terminated at the initiation of the employer be given the final paycheck on the last day of work. The Company will comply with state laws to provide the final check to an employee who initiates their termination. Final paychecks do not include any commission due from accounts that have not paid as of the termination date or expenses that have not yet been submitted or audited. These checks will be processed within normal payroll schedules.

8‐25 Exit Interviews

Employees who resign can participate in an exit interview with Human Resources, if requested.

8‐26 Company Issued Property

The Company will provide employees with the necessary equipment and supplies to perform their job.

All equipment and supplies provided by the Company to any employee is and shall remain the property of the Company. The Company may ask for the return of Company property at any time. Employees must return all Company property before their last day of work and if they are terminated, at their termination meeting.

No Company equipment or supplies may be used for personal use, nor removed from the physical confines of the Company unless such use or removal has prior management approval and the job specifically requires use of the equipment outside the physical facilities of the Company. For example, cell phones and laptops are routinely carried and used outside of the Company facilities. The employee is responsible for any property or equipment removed from the Company facilities. Any violation of this policy will result in disciplinary action up to and including termination of employment.

All keys, access cards, and other security devices are the property of the Company. A fee will be assessed on an employee for a lost or destroyed key or security device. Unauthorized duplication or use of keys or security devices is grounds for termination.

Employees who receive or handle cash or payments on the Company’s behalf responsible for the accuracy and accounting of amounts received and writing of receipts. Cash shortages could result in disciplinary action up to and including termination of employment.

Certain Company employees may be issued mobile electronic devices and laptops and are expected to utilize the devices for business purposes only. Personal use of these devices should be kept to a minimum and all personal use charges should be paid for by the employee. Employees are encouraged not to store any personal information or data on their phone or laptops. When using devices while driving, employees are expected to adhere to any local law restrictions and should use a hands‐free device for the safety of the employee, passengers and other drivers. Employees should not use e‐mail and texting functions while driving. If a mobile electronic device is not on the Company direct central billing plan, all legitimate business call expenses will be paid by the Company. The Company will decide what plan and device to buy for the Employee.

Employees are responsible for all of the Company property, materials or written information issued to them or in their possession or control. All Company property must be returned by employees on or before their last day of work. Where permitted by applicable laws, the Company may withhold the cost of any item(s) from the employees ‘check or final paycheck that are not returned. The Company may also take all action deemed appropriate to recover or protect its property. Employee shall not delete any company business‐related data from Company‐issued cell phones or laptops before returning to the Company.

8‐27 A Few Closing Words

This handbook is intended to give employees a broad summary of things they should know about KabaFusion Holdings and its Affiliates. The information in this handbook is general in nature and, should questions arise, any member of management should be consulted for complete details. While we intend to continue the policies, rules and benefits described in this handbook, KabaFusion Holdings and its Affiliates, in its sole discretion, may always amend, add to, delete from or modify the provisions of this handbook and/or change its interpretation of any provision set forth in this handbook.

Employees should not hesitate to speak to management if they have any questions about the Company or its personnel policies and practices.

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