1. General Policy

It is the policy of Leaf Home and its direct and indirect subsidiaries (or the “Company”) to conduct our business with integrity and in compliance with all applicable laws, rules and regulations. We make this commitment to our customers, to our stockholders, to our community, to those government agencies that regulate Leaf Home and to ourselves.

At Leaf Home, our Code of Business Conduct and Ethics (“our Code”) speaks to who we are and how we do business. Our Code applies to all Company employees (including officers) and board members. Our Code also applies to employee of the Company’s subsidiaries, affiliates, contractors, and associates of the Company. Failure to follow our Code can result in disciplinary action, including termination of employment. All applicable parties are expected to become familiar with and to understand Our Code. Although Our Code will assist with answering many of your questions, it is not inclusive of all applicable laws, policies, or standards.

In addition to employees, anyone who works on the Company’s behalf (including suppliers, independent contractors, and other business partners) must follow the principles of our Code when providing goods and services to the Company. Conduct not consistent with our Code may result in the termination of the business relationship with the Company.

Why do we have Corporate Code of Business Conduct and Ethics? We have our Code because we want to make sure that we do what is right, protect the reputation of our business and make Leaf Home an employer of choice. By setting out our expectations in our Code, we want our employees to know where we stand on key areas relating to our standards and expectations as a company. In short, we are committed to following the law and maintaining high ethical standards in everything we do as a Company. Quite simply, as Company employees, we will do what we commit to doing. We will do it correctly to the best of our abilities. Every time. And if we notice or are told of an error in our work, we will fix it. We understand that our reputation is dependent on being accountable and we will hold ourselves and each other accountable for our performance and results. We believe that if we hold ourselves and our coworkers accountable for our actions and results – we will have a stronger company because of it.

Because of the complex and changing nature of legal requirements, each Company employee and partner must be vigilant to ensure that his or her conduct complies with our Code. If any employee, consultant, officer or director becomes aware of an issue of compliance that is not adequately addressed in this Code, the Chief Financial Officer (the “CFO”) or the Chief Legal Officer (the “CLO”) should be notified.

Leaf Home takes compliance with laws, regulations, rules and our Code seriously. Any violation of such will result in disciplinary action. Such action may include a verbal or written warning, disciplinary probation, suspension, or termination of employment. These disciplinary actions may also apply to an employee’s supervisor who directs or approves of the employee’s improper actions, who knowing of those actions does not act appropriately to correct them or fails to exercise appropriate supervision. For all employees, consultant, directors, and officers, the failure to report known or suspected wrongdoing may, by itself, subject that person to disciplinary action. In addition to imposing its own discipline, Leaf Home may also bring violations of law or suspected violations of law to the attention of appropriate law enforcement personnel.

Our Code includes statements of Leaf Home’ policies in a number of specific areas. The CFO and CLO are charged with reviewing the Company’s compliance policies and specific compliance situations that may arise. While not all employees, consultants, officers, directors and agents are expected to know the details of all applicable laws, it is important for such persons to know enough to determine when to seek advice from appropriate personnel. If a question arises as to whether any action complies with Leaf Home policies or applicable law, an employee, consultant, officer or director should present that question directly to the CFO, CLO or CHRO. The CFO may also be contacted at the following e-mail address: [email protected] CLO may also be contacted at the following e-mail address: [email protected]. The CHRO may also be contacted at the following e-mail address: [email protected] raising an issue, you may remain anonymous, although you are encouraged to identify yourself. Should you choose to identify yourself, your identity will be kept confidential to the extent feasible or permissible under the law. Leaf Home prohibits retaliation against any worker who reports or participates in an investigation of a possible violation of our Code. However, Leaf Home reserves the right to discipline anyone who knowingly makes a false accusation, provides false information to the company or has acted improperly.

Our Code generally highlights some of the more important legal principles with which employees, consultants, officers, directors and agents are expected to become familiar. The fact that our Code does not specifically reference other applicable laws (some of which may be covered in other Leaf Home documents) does not diminish their importance or application.

2. Compliance with the Law

Leaf Home seeks to comply with all applicable government laws, rules and regulations. We need the cooperation of all employees, consultants, officers and directors to do so and to bring lapses or violations to light. While some regulatory schemes may not carry criminal penalties, they control the licenses and certifications that allow Leaf Home to conduct its business. Leaf Home’ continued ability to operate depends upon your help with compliance.

Some of the regulatory programs that employees may deal with in the course of their duties include, but are not limited to, the following:

• Occupational safety and health regulation

• Manufacturing and formulation regulation by the Food and Drug Administration or other similar foreign government agencies

• Marketing and advertising regulation

• Building, safety and fire codes

• Wage and hour laws

• Bribery, corruption and trade sanction laws

• Export control system

• Environmental programs

The CFO, CLO or CHRO can provide employees with information on these laws, rules and regulations or direct an employee’s questions and concerns to the proper person.

3. Special Ethical Obligations of Financial Reporting

As a public company, we are also committed to carrying out all continuing disclosure obligations in a full, fair, accurate, timely and understandable manner. Depending on their position with Leaf Home, employees, consultants, officers or directors may be called upon to provide information to assure that the Company’s public reports are complete, fair and understandable. Leaf Home expects all of its personnel to take this responsibility seriously and to provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements.

In furtherance of the Company’s commitment to conducting its business in accordance with all applicable laws, all employees, consultants, officers, and directors are bound by the following obligations, and each agrees, as applicable, that he or she will:

• Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.

• Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely and understandable disclosure in reports and documents that LeafHome files with, or submits to, government agencies and in other public communications.

• Comply with rules and regulations of U.S. and foreign federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.

• Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated.

• Respect the confidentiality of information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of one’s work will not be used for personal advantage.

• Share knowledge and maintain skills important and relevant to stakeholder’s needs.

• Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and the community.

• Responsibly use and control all assets and resources employed or entrusted to him or her.

Employees, consultants, officers and directors should promptly report to the CFO, CLO or CHRO or the Chair of the Audit Committee of the Board of Managers any conduct that the individual believes to be a violation of law or business ethics or of any provision of our Code, including any transaction or relationship that reasonably could be expected to give rise to such a conflict. Violations, including failures to report conduct by others that may constitute a violation, will be viewed as a severe disciplinary matter that may result in personnel action, including termination of employment.

4. Continuing Disclosure Obligations and Accuracy of Business Records

In order to support all our disclosure obligations, we note that it is our policy to record and report information honestly and accurately. Failure to do so is a grave offense and will subject an individual to severe discipline by the Company, as well as possible criminal and civil penalties.

Investors and other stakeholders count on Leaf Home to provide accurate information about our businesses and to make responsible business decisions based on reliable records. Every individual involved in creating, transmitting or entering information into Leaf Home’ financial and operational records is responsible for doing so fully, fairly, accurately and timely, and with appropriate supporting documentation. No employee, consultant, officer, director or agent may make any entry that intentionally hides or disguises the true nature of any transaction. For example, no individual may understate or overstate known liabilities and assets, record false sales or record them early, defer or accelerate the proper period for recording items that should be expensed, falsify quality or safety results, or process and submit false or inaccurate invoices.

Compliance with established accounting procedures, Leaf Home’ system of internal controls and generally accepted accounting principles is necessary at all times. In order to achieve such compliance, the Company’s records, books and documents must accurately reflect the transactions and provide a full account of Leaf Home’ assets, liabilities, revenues and expenses. Knowingly entering inaccurate or fraudulent information into Leaf Home’ accounting system is unacceptable and may be illegal. Any individual who has knowledge that an entry or process is false, and material is expected to inform the Chief Financial Officer (“CFO”). In addition, it is the responsibility of each employee, consultant, officer and director of Leaf Home to cooperate with the Company’s authorized internal and external auditors.

When billing others for the Company’s goods or services, Leaf Home has an obligation to exercise diligence, care and integrity. Leaf Home is committed to maintaining the accuracy of every invoice it processes and submits. Each employee who is involved in submitting charges, preparing claims, billing and documenting services is expected to monitor compliance with applicable rules and maintain the highest standards of personal, professional and institutional responsibility. By the same token, each employee who is involved with processing and documenting claims for payment made to Leaf Home by outside vendors or contractors is expected to maintain the highest standards of professionalism and ethics. Any false, inaccurate, or questionable practices relating to billing others or to processing claims made by others for payment should be reported immediately to a supervisor or the CFO.

Every individual should be aware that the Company’s business records may become subject to public disclosure in the course of litigation or governmental investigation. Records are also often obtained by outside parties or the media. Employees and consultants should therefore attempt to be as clear, concise, truthful and accurate as possible when recording any information. They must refrain from making legal conclusions or commenting on legal positions taken by the Company or others. They must also avoid exaggeration, colorful language, and derogatory characterizations of people and their motives. Leaf Home will not tolerate any conduct that creates an inaccurate impression of Leaf Home’ business operations.

5. Additional Requirements for CEO, CFO and Other Senior Executive Officers

The Chief Executive Officer (“CEO”), CFO and all other executive officers are responsible for full, fair, accurate, timely and understandable reporting of information by Leaf Home. Accordingly, it is the responsibility of the CEO, CFO and each other executive officer promptly to bring to the attention of the Board of Managers any material information of which he or she may become aware that affects the reporting of information by Leaf Home or otherwise assist the Board of Managers in fulfilling its responsibilities.

The CEO, CFO and each other executive officer shall promptly bring to the attention of the Audit Committee of the Board of Managers any information he or she may have concerning (a) material weaknesses in the design or operation of internal controls that could adversely affect Leaf Home’ ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees or consultants who have a significant role in Leaf Home’ financial reporting, disclosures or internal controls.

The CEO, CFO and each other executive officer shall promptly bring to the attention of the Audit Committee of the Board of Managers any information he or she may have concerning any violation of this Code, including any actual or apparent conflicts of interest between personal and professional relationships involving any management or other employees or consultants who have a significant role in Leaf Home’ financial reporting, disclosures or internal controls.
The CEO, CFO and each other executive officer shall promptly bring to the attention of the Audit Committee of the Board of Managers any information he or she may have concerning evidence of a material violation of the laws, rules or regulations applicable to Leaf Home and the operation of its business, by Leaf Home or any agent thereof, or of a violation of this Code or of these additional procedures.

6. Protection and Proper Use of Company Assets

Employees, consultants, officers and directors should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes.

Everyone who works with the Company’s computer-based resources is responsible for their appropriate use and protection from theft, damage or loss. Employees and consultants should take care to protect and ensure that the security features of the computer-based resources are not compromised. Information created, transmitted or accessed on company networks is company property and Leaf Home reserves the right to monitor or restrict access to it. Supervisors are responsible for ensuring company resources are used productively.

Computer software used in connection with Leaf Home’ business must be properly licensed and used only in accordance with that license. Using unlicensed software could constitute copyright infringement. If an employee or consultant has any questions as to whether a particular use of computer software is licensed, the employee or consultant should consult with the Company’s executive officers.

The same level of care should be taken when using Leaf Home’ e-mail, internet and voicemail systems as is used in written documents. For example, confidential information about Leaf Home should not be disclosed on electronic bulletin boards, in chat rooms or posted on an internet website.

7. Conflicts of Interest

Leaf Home employees, consultants, officers and directors must avoid all potential conflicts of interest or situations that give the appearance of a conflict of interest. A conflict of interest occurs when the private interest of a Leaf Home director, officer, employee or consultant (or an immediate family or household member or someone with whom you have an intimate relationship) interferes, in any way—or, in some cases, even appears to interfere— with the duties performed by the Leaf Home director, officer, employee or consultant, or with the interests of the Company as a whole. A conflict can arise when an employee, consultant, officer or director takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest also arise when an individual, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.

To this end, Leaf Home employees, consultants, officers or directors may not be employed by, act as a consultant to, or have an independent business relationship with any of Leaf Home’ material customers, competitors or suppliers, nor may employees, consultants, officers or directors invest in any customer, supplier, or competitor (other than through mutual funds or through holdings of less than 5.0 percent of the outstanding shares of publicly traded securities) unless they first obtain written permission from the CEO. Employees, consultants and officers should not have outside employment or business interests that place them in the position of (i) appearing to represent Leaf Home, (ii) providing goods or services substantially similar to those Leaf Home provides or is considering providing, or (iii) lessening their efficiency, productivity, or dedication to Leaf Home in performing their everyday duties. Employees, consultants and officers may not have an interest in or speculate in anything of value which may be affected by Leaf Home’ business. Employees, consultants, officers and directors may not divulge or use Leaf Home’ confidential information—such as financial data and customer or operations information—for personal or business purposes.

If an employee finds themselves in a situation that may be a conflict of interest, they should discuss the situation with their manager or a member of Human Resources for guidance and complete the Conflict of Interest Questionnaire prior to taking any action. Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest from the Audit Committee.

8. Employee Relations

Company employees will commit to treating all coworkers, contractors, vendors and customers fairly. Our business can only thrive when every employee feels as if they are a valued member of our team. As such, we will make all employment related decisions without regard to race, color, religion, sex, nation origin, sexual orientation, disability or any other non-work performance factor. We respect and value these differences and will not allow such differences to interfere with how we treat our people.

We will not tolerate bullying of any kind. We aim to promote an environment where every employee can flourish and grow their career based on their interests, skill level and abilities. Any employee who feels bullied or treated unfairly is encouraged to speak to their manager or a member of the Human Resources team. Specific policies governing employee relations can be found in the Leaf Home Employee Handbook.

9. Gifts, Meals and Entertainment

a. Entertainment and Gifts

Leaf Home recognizes that, in some instances, gifts and entertainment can provide an entirely appropriate means of furthering a business relationship. However, no employee, consultant, officer or director should accept or provide gifts that might be perceived to unfairly influence a business relationship. Normal business courtesies involving no more than ordinary amenities (such as lunch, dinner, a spectator event or a golf game) are permitted, as are token non-cash gifts. The offer or receipt of any such gift over a nominal value should be reported to the CFO. The guiding principle is that no gift, favor or entertainment should be accepted or provided if it will obligate, or appear to obligate, the recipient. If you are uncertain about the propriety of a gift, you should contact the CFO for guidance.

b. Relationships with Government Personnel

Separate and more stringent gift, meals and entertainment rues apply to dealings with government officials (which includes political parties, party officials, candidates for office, politicians in office, government employees and representatives of such persons). Federal and state anti-kickback laws prohibit Leaf Home and its representatives from knowingly and willfully offering, paying, requesting or receiving any money or other benefit, directly or indirectly, in return for obtaining or rewarding favorable treatment in connection with the award of a government contract. Any employee or consultant who becomes aware of any such conduct must immediately report it to the CFO and CLO.

10. Media/Public Relations and Governmental Inquiries

When Leaf Home provides information to the news media, securities analysts and stockholders, it has an obligation to do so accurately and completely. In order to ensure that Leaf Home complies with its obligations, employees receiving inquiries regarding Leaf Home Solution’s activities, results, plans or position on public issues should refer the request to the Company’s Vice President of Corporate Communications Leaf Home employees or consultants may not speak publicly for the company unless specifically authorized by senior management.

Although unlikely, a government representative may seek to interview an employee or consultant regarding Leaf Home’ business activities or a consultant or employee’s work at the Company. If an employee or consultant is contacted by a government agent or representative and asked to provide information, the employee or consultant should contact the CLO.

Occasionally, someone will arrive unexpectedly at or a government representative may seek to inspect a Company facility or manufacturing or distribution center. If this happens, an employee or consultant should immediately notify Human Resources and their manager.

11. Interacting with the Government

Leaf Home values its good relations with local, state, federal and foreign governments. We are committed to being a “good corporate citizen” and are proud of the contributions we have made to the communities where we do business.

The Company’s policy is to deal honestly and fairly with government representatives and agents and to comply with valid, reasonable governmental requests and processes. Be truthful and straightforward in your dealings with governmental representatives and do not direct or encourage another Leaf Home employee (or someone else) to provide false or misleading information to any government agent or representative. Do not direct or encourage anyone to destroy records relevant to a fact-finding process.

12. Response to Investigations or Government Inquiries

Numerous state, federal and foreign agencies have broad legal authority to investigate Leaf Home and review its records. Leaf Home will comply with subpoenas and respond to governmental investigations as required by law. The CEO and CLO are responsible for coordinating Leaf Home’ response to investigations and the release of any information.

If an employee, consultant or officer receives an investigative demand, subpoena or search warrant involving Leaf Home, it should be brought immediately to Human Resources. No documents should be released or copied without authorization from the CHRO or Leaf Home’ outside legal counsel. Leaf Home’ legal counsel is responsible for assisting with any interviews. If any Leaf Home employee or consultant is approached by a government investigator or agent while he or she is away from Leaf Home’ premises and asked to discuss Company affairs, the employee or consultant has the right to insist on being interviewed during business hours with a supervisor or counsel present. Alternatively, any employee or consultant may choose to be interviewed or not to be interviewed at all. The Company recognizes the choice of how to proceed in these circumstances is left entirely with the employees. If an employee chooses to speak with government personnel, it is essential that the employee be truthful.

Leaf Home employees and consultants are not permitted to alter, remove, or destroy documents or records of Leaf Home except in accordance with regular document retention and destruction practices.

13. Market Competition

Leaf Home is committed to complying with all state and federal antitrust laws. The purpose of the antitrust laws is to preserve the competitive free enterprise system. The antitrust laws in the United States are founded on the belief that the public interest is best served by vigorous competition, free from collusive agreements among competitors on price or service terms. The antitrust laws help preserve the country’s economic, political and social institutions; Leaf Home is firmly committed to the philosophy underlying those laws.

While the antitrust laws clearly prohibit most agreements to fix prices, divide markets, and boycott they also proscribe conduct that is found to unreasonably restrain competition. This can include, depending on the facts and circumstances involved, certain attempts to tie or bundle services together, certain exclusionary activities and certain agreements that have the effect of harming a competitor or unlawfully raising prices. Any questions that arise in this area should be addressed to the CFO or CLO.

14. Political Contributions

Leaf Home believes that our democratic form of government benefits from citizens who are politically active. For this reason, Leaf Home encourages each of its employees to participate in civic and political activities in his or her own way without any influence from peers, or directors or officers. Many state laws also limit the extent to which corporations and individuals may contribute to political candidates. Any question about the propriety of political activity or contribution should be directed to the CLO. You may not make or commit political contributions on behalf of the Company.

15. Exports and Imports

There are many U.S. laws governing international trade and commerce that serve to limit the export of certain products and services to certain countries. Leaf Home is committed to complying with those laws. Under no circumstances will Leaf Home make sales or purchases of products or materials contrary to U.S. export laws. Because these regulations are complicated and change periodically, employees and agents seeking to make a sale or provide a service to a customer in a foreign country must first confirm the legal trade status of that country. If an employee or agent is uncertain about whether a foreign transaction complies with U.S. export laws, he or she must contact the CFO for guidance. Leaf Home employees and agents should be aware that there are also many U.S. laws that govern the import of items into the United States. Among other things, these laws control what can be imported into the United States, how the articles should be marked and the amount of duty to be paid. Leaf Home complies with all U.S. import laws. If an employee or agent is uncertain about whether a transaction involving the importation of items into the United States complies with these laws, he or she must contact the CFO for guidance.

16. Advertising, Promotion and Product Safety

Leaf Home is committed to promoting its brands and products in ways consistent with its excellent reputation. Products will be truthfully and accurately represented in compliance with applicable laws and regulations. Advertising, packaging, point of purchase displays, or promotions must never misstate facts or be designed to create misleading impressions. Claims that favorably compare Leaf Home products with those of competitors must be truthful. Leaf Home will respect copyright and individual consent rights before use in advertising or promotional materials.

17. Environmental Compliance

In conducting its business, Leaf Home is committed to compliance with all applicable laws and regulations relating to the protection of the environment, and in particular those governing the incineration, treatment, storage, disposal and discharge of waste. Failure to comply with these laws and regulations, even if unintentional, could result in significant penalties for Leaf Home. If an employee suspects that there is noncompliance or a violation of these laws and regulations, the circumstances should be reported immediately to his or her supervisor.

18. Customer Service

Leaf Home strives to develop and maintain excellent relationships with its customers. Leaf Home is committed to providing its customers with quality and service. Leaf Home Employees are expected to treat customers and business partners in a courteous and respectful manner at all times, giving immediate attention to any customer questions or complaints. If any Leaf Home employee feels he or she cannot properly handle a problem or difficult situation, such employee should refer the issue to his or her supervisor.

19. Amendments and Waivers

This Code applies to all Leaf Home employees, consultants, officers and directors. There shall be no substantive amendment or waiver of any part of our Code, except by a vote of the Board of Managers, which will ascertain whether an amendment or waiver is appropriate and ensure that any amendment or waiver is accompanied by appropriate controls designed to protect Leaf Home.

In the event that any substantive amendment is made, or any waiver is granted, such amendment or waiver will be posted on the Leaf Home’ website or otherwise disclosed as may be required under applicable law and regulations, thereby allowing the Leaf Home stockholders to evaluate the merits of the particular amendment or waiver.