SALES REP COMPLIANCE ACKNOWLEDGEMENT

1. Compliance Meetings: Magnolia Laboratory (the "Company") is committed to ensuring continuing compliance with its standards of conduct, code of ethics, and all federal, state and local laws applicable to the Company.
            Such laws include, without limitation, the Federal False Claims Act, the Federal Anti-Kickback Statute, the Federal Physician Self-Referral Law (referred to as The Stark Law), as well as state laws such as the Texas Patient Solicitation Act.
2. Federal False Claims Act: Anyone can violate the False Claims Act if they knowingly present or cause to be presented a false or fraudulent claim for payment to the government. In the health care context, this can take the form of insurance claims submitted to Medicare or Medicaid for reimbursement on health care goods or services. You can violate this Act or conspire with a physician to violate this Act if you knowingly assist in falsifying documentation (i.e. purchase orders, invoices, medical necessity certification, medical records) that is used as the supporting basis for the payment of claims.
3. Anti-Kickback Statute: The Anti-Kickback Statute makes it a criminal offense to knowingly and willfully offer, pay, solicit, or receive any remuneration (i.e. anything of value) to induce or reward referrals of items or services reimbursable by a Federal health care program. The statute ascribes criminal liability to parties on both sides of an impermissible, direct or indirect, “kickback” transaction.
            The Anti-Kickback Statute has been interpreted to cover any arrangement where one purpose of the remuneration was to obtain money for the referral of services or to induce further referrals. Violation of the statute constitutes a felony punishable by a maximum fine of $25,000, imprisonment up to five years, or both. Conviction will also lead to automatic exclusion from Federal health care programs, including Medicare and Medicaid.
            Examples of improper actions include giving anything of value to someone in exchange for that person ordering items or services from the Company or for encouraging the person to refer patients to the Company for items or services. Examples of "gifts" include, sporting/concert event tickets, custom-made goods, merchandise discounts, free personal services (i.e. car detailing, spa packages), high-end dining, below fair market real estate offers, and discount investment opportunities.
5. Federal Physician Self-Referral Law (The Stark Law): Stark Law prohibits physicians from making referrals for certain services (known as "designated health services") to entities in which they or their immediate family members have a financial interest. These services include, among other things, clinical lab services, physical therapy services, radiology and other imaging services, durable medical equipment and supplies, and outpatient prescription drugs. While this law is aimed at physicians, it is also often violated in conjunction with the Anti-Kickback Statute; and the Anti-Kickback Statute applies to anyone involved in an improper referral.
6. Texas Patient Solicitation Act: The Texas Patient Solicitation Act is the State's version of the Federal Anti-Kickback Statute. It is important to note that the Texas Act covers a broader range of referral types than the Federal Statute. Whereas the Federal Statute applies ONLY to referrals of items and services covered by Medicare and other government health programs, the Texas Act applies to referrals of items and services covered by ALL payors, including commercial and private plans. In Texas, your gifts to physicians or other sources of referrals can violate the law, whether or not those items or services are paid for by the government.
As an employee or independent contractor of the Company, I hereby certify and acknowledge the following:
I understand the Company does not participate in Medicare, Medicaid, or any other federally or state funded health care program, however, many industry participants we may come into contact with may participate in such programs;
I understand and consent that compliance with the above-referenced laws is mandatory and a condition of my continued employment or service agreement with the Company;
I understand my compliance responsibilities applicable to my role with the Company;
I understand and have sufficient knowledge of the above-referenced laws to perform my job duties in continuing compliance of these aforementioned laws;
I have not engaged in, I am not currently engaged in, and I shall not engage in conduct–including, but not limited to, giving anything of value to physicians, organizations, beneficiaries, or patients in exchange for ordering items or services from the Company (or its affiliates or entities with which it does business) or for encouraging individuals or organizations to make referrals to the Company (or its affiliates or entities with which it does business)–that is a violation of the above-referenced laws or conduct that is contrary to the Company compliance standards;
I shall report any suspected conduct that is in violation of these standards and laws to the appropriate Company compliance liaison; and
If I have any questions or concerns regarding these standards or laws, then I shall contact the Company compliance liaison.

I agree with the terms and conditions.

SIGNATURE:

Magnolia Laboratory Lab

EMPLOYEE/ DISTRIBUTOR CONTRACTOR CODE OF CONDUCT

This Code may be superseded or amended by the Company at any time.

        The reputation and integrity of Magnolia Laboratory (the “Company”) are valuable assets that are vital to the Company’s success. Each employee contracted or otherwise, of the Company, including each of the Company’s officers, is responsible for conducting the Company’s business in a manner that demonstrates a commitment to the highest standards of integrity.
        The purposes of this Employee/ Distributor Code of Conduct (the “Code”) are to focus employees and contractors on areas of ethical risk, provide guidance to help employees recognize and deal with ethical issues, provide mechanisms for employees to report unethical conduct and foster among employees a culture of honesty and accountability. No code of conduct can replace the thoughtful behavior of an ethical employee. Accordingly, dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether the Code specifically addresses such conduct.

Implementation and Oversight of This Code


        The Company’s Management (the “Management”) is ultimately responsible for the implementation of this Code. The Management has designated the individuals to administer this Code. You as a contractor of the Company shall designate an officer with sufficient seniority and stature within your organization to be the compliance officer (the “Compliance Officer”) to assist in administration of the Code.
        Questions regarding the application or interpretation of this Code are inevitable. You should feel free to direct questions to the Company and its management. Statements in this Code to the effect that certain actions may be taken only with the “Company’s approval” mean that Company management must give prior written approval before the proposed action may be undertaken. You should read this Code in conjunction with all of the Company’s other policy statements.
        You will receive periodic training on the contents and importance of this Code and related policy statements and the manner in which violations must be reported and waivers must be requested. We will require you to certify that you have read, understand and are in full compliance with this Code (and any amendments to this Code), including with policies and procedures relating to the Company.
        Employees and contractors who learn of or suspect that a violation of the Code has occurred or is likely to occur must immediately report the violation to your Company area manager or to another member of the Company’s senior management. Employees and contractors who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated confidentially to the extent possible.

Compliance with Law, Regulations, and Internal Policies and Procedures


        A variety of laws apply to the Company and its operations, and some carry criminal penalties. These laws include, but are not limited to, federal and state laws relating to the Company’s business, including CLIA, HIPAA, Stark Law, Anti-Kickback Statute, False Claims Act and other state and/or local regulations. The Company, furthermore, has adopted internal policies and procedures designed to assist in compliance with applicable laws, or to achieve other objectives such as work behavior that meets high ethical standards. The Company expects all employees and contractors to comply with these policies and procedures, and each employee will be held accountable for such compliance, including with respect to policies and procedures relating to the Company. Each employee should notify either his or her supervisor or your Company sales manager in advance if there is a question as to the applicability of a particular policy or procedure. Examples of criminal violations of the law, or violation of internal policies include, among others:
        • Offering kickbacks, compensation or anything of value to physicians or accounts in exchange for referrals;
        • Making false or misleading disclosures regarding the Company’s business policies;
        • Acting in conflict with the terms agreed to in an employee or contractors employment contract;
        • Stealing, embezzling or misapplying the Company’s funds;
        • Using threats, physical force or other unauthorized means to gain business;
        • Making a payment for an expressed purpose on the Company’s behalf to an individual who intends to use it for a different purpose; or
        • Non-compliance with any CLIA, HIPAA, Anti-Kickback Statue, Stark Law, or other law or regulation relating to the sale of healthcare services.
The Company must, and will, report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report, as appropriate, non-criminal violations.

Avoidance of Actual, Potential or Apparent Conflicts of Interest


        A “conflict of interest” occurs when an individual’s private interest interferes in any way with the interests of the Company as a whole. There may be an appearance of a conflict of interest when an objective outside observer could reasonably believe that a conflict exists. The Company requires you to conduct your outside associations and personal business, financial and other relationships in a manner that will avoid, or resolve in a manner consistent with this Code, any actual, potential or apparent conflict of interest between yourself and the Company. The term “outside association” refers to any affiliation, association, interest or employment that you have with an entity other than with the Company, except those associations specifically approved by and entered into in connection with your employment by the Company. It is impractical to conceive of and set forth rules that cover all situations in which a conflict of interest may arise. The basic factor in all conflict of interest situations is, however, the division of loyalty or the perception of a division of loyalty, between the Company’s best interests and your interests. Guidelines with respect to some sensitive areas in which actual, potential or apparent conflicts of interest are likely to occur are set forth below.

Business Relationships

        You may have a conflict of interest if you, a member of your family or your business partner owns or has a substantial direct or indirect investment in an entity with which the Company has or is likely to have a business relationship or with which the Company competes or is likely to compete. Investments in small amounts of stock or bonds (and under any circumstances no more than 5% of the outstanding shares or debt issuance) of a large publicly held corporation should not, without more, give rise to any conflict of interest. The question of when an investment may become so substantial as to possibly affect or appear to affect your judgment is largely dependent on the particular circumstances and must be addressed on a case-by-case basis.
        A conflict of interest may also arise when you, a member of your family or your business partner holds a position as director, officer, employee or partner of or consultant, finder or intermediary with an entity with which the Company competes or is likely to compete. In addition, a conflict of interest may arise if you, a member of your family or your business partner incurs significant indebtedness to an entity whose business may be affected by actions you take on behalf of the Company.
        Any associations, interests and business relationships that you have that might cause you to act in ways that are not in the best interests of the Company, or that might be perceived to cause divided loyalties, will be permitted only with the Company’s approval. In some circumstances, a relationship will only be permitted if the proposed transaction is competitive and/or fairly bargained for. Notwithstanding the foregoing, a transaction between the Company and any of your outside associations will be permitted if it is first reviewed, approved and reported in the manner prescribed by this Code, or otherwise established by the Management of the Company.

Outside Activities/Employment

        Under no circumstances are you permitted to compete with the Company or take for yourself or your family members any business opportunity that belongs to the Company that you discover or that is made available to you by virtue of your position with the Company during your employment or contractual relationship with the Company and for a period of time following your employment or contractual relationship with the Company as provided for in your agreement with the Company.

Resolution of Conflicts

        In all cases, actual, potential or apparent conflicts of interest must be handled in an ethical manner; meaning they must be fully disclosed and considered prior to being resolved. The Compliance Officer or, where appropriate, the Management Committee will handle all questions of actual, potential or apparent conflicts of interest that involve you. Any employee or contractor who is aware of, or has a question concerning, a conflict of interest, or an appearance of a conflict of interest, or who has a question whether a conflict might develop, is obligated to promptly seek assistance from the Compliance Officer to resolve the conflict or question. The Compliance Officer and, as appropriate, the Management Committee, may determine, upon review of all relevant facts, that the conduct does not amount to a conflict of interest, or may provide guidance to avoid a conflict from developing. An actual, potential or apparent conflict of interest may be resolved in a number of ways, including, for instance, in the case of an outside association, determining that you must be restricted from certain corporate activities involving the association, or determining that the Company should not enter into a business relationship with the association.

Full, Fair, Accurate and Timely Disclosures by the Company to the Public

        If you participate, directly or indirectly, in the preparation of disclosures that the Company makes to the public, including in its filings with the SEC or by press release, you must, in addition to complying with all applicable laws, rules and regulations, follow these guidelines:
        • Act honestly, ethically and with integrity
        • Comply with this Code.
        • Proactively promote hones and ethical behavior among peers in your work environment.
        • Achieve proper and responsible use of and control over all Company assets and resources employed or entrusted to you.
        • Communicate with coworkers with integrity and in an honest, respectful, and professional manner.
        • Comply with the Company’s disclosure controls and procedures and internal controls and procedures for financial reporting.

Arms Length / Fair Dealing/Customer Transactions

        Any transactions by employees involving the Company’s customers shall be conducted on an arms’ length basis. Each employee should deal fairly and in good faith with the Company’s customers, suppliers, regulators, business partners and others. No employee may take unfair advantage of anyone through manipulation, misrepresentation, inappropriate threats, fraud, abuse of confidential information or other related conduct

Handling Confidential Information

        Employees and contractors should observe the confidentiality of information that they acquire by virtue of their positions at the Company, including information concerning customers, suppliers, competitors and other employees, except where disclosure is approved by the Company or otherwise legally mandated. Of special sensitivity is financial information, which should under all circumstances be considered confidential except where its disclosure is approved by the Company, or when it has been publicly available in a periodic or special report for at least two business days. To the extent there are any policies or agreements containing more specific or rigorous standards of confidentiality, employees and contractors must abide by those standards.

I agree with the terms and conditions.

SIGNATURE:

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