Introduction

The Board of Directors of Hicuity Health, Inc. (“Board”) has adopted this Code of Business Ethics and Business Conduct (“Code”) as part of a company-wide Compliance Program to ensure compliance with the law and our ethical standards and principles. A Compliance Team has been established to oversee and administer the Compliance Program. Throughout the Code, the use of “we, us, our, organization, or Company” refers to Hicuity Health, Inc. Critical Care Services, P.C., Critical Care Medicine Services – New York, P.C. and other affiliated professional corporations (collectively “CCS”), and “you or your” to the employees, directors, officers and independent contractors of HICUITY HEALTH and CCS.

Good ethics are good business, and the trust and respect of people are qualities that can only be earned. It is, therefore, our policy that all of our business be conducted with honesty and integrity and in accordance with the highest of ethical standards. Our relationships with patients, hospitals, other health care providers, public and private third-party payors, business partners, customers, suppliers, regulators, and each other must reflect these high standards. The guiding principle for your business conduct should be to perform your duties in accordance with this Code and not take any action or enter into any relationship which is contrary to the Code and the standards it contains. You must comply with the spirit as well as the letter of the law and the principles contained in this Code. Do not attempt to do indirectly what you may not do directly. Exercise prudence and good judgment.

This Code does not cover every issue that may arise, but is intended to provide a basic summary of the legal, ethical, and regulatory principles that should guide your conduct.

Basic Principles

• You must follow all federal, state, and local laws, regulations, rules and regulatory orders applicable to our organization and its business. Each employee, officer and director is charged with the responsibility to acquire appropriate knowledge of the requirements relating to his or her duties sufficient to enable him or her to recognize potential dangers and to know when to seek advice on specific aspects of the Compliance Program. Violations of applicable laws, regulations, rules, and orders may subject you to individual criminal or civil liability, as well as to disciplinary action. Such individual violations may also subject our organization to civil or criminal liability and the loss of business.

• We are dedicated to creating value for our patients and hospitals that have shown confidence in us by seeking our services. We must be vigilant to provide the highest quality, appropriate care and service, and seek reasonable compensation for our services.

• We are committed to maintaining a workplace that is free from discrimination and harassment. We will recruit, hire, train and promote the most qualified people without regard to race, color, religion, sex, age, national origin, disability, veteran’s status, sexual orientation or any other legally-protected categories. Additionally, harassment of any individual based on race, color, religion, sex, age, national origin, disability, veteran’s status, sexual orientation or any other legally-protected categories is unacceptable and grounds for disciplinary action and also may constitute a violation of federal law.

• We are committed to maintaining accurate books and records and submitting bills and claims for services that accurately reflect the services actually provided and that reflect only services for which we may lawfully be compensated.

• If your job places you in contact with actual or potential patients or other customers, it is critical for you to remember that you represent our organization to these people.

• High standards of ethical conduct must be observed in all relationships with our competitors. We will compete vigorously and effectively, but fairly. We will comply with all applicable antitrust laws and requirements relating to fair competition.

• Our patients and other health care providers, business partners, customers and suppliers with whom we do business make significant contributions to our success. To create an environment in which they have an incentive to continue to do so, they must be confident that they will be treated lawfully.

Oversight Responsibility

The Compliance Team is responsible for ensuring that the Compliance Program is clearly communicated to all employees, officers and directors of our organization. The Compliance Team is also responsible for monitoring and enforcing compliance, investigating alleged violations, and, where appropriate, recommending disciplinary action and implementing compliance procedures to prevent similar violations from reoccurring. The Compliance Officer will be responsible for the communication and administration of the Code and will make an annual report to the Board about the status of the Program and any issues which may have come before the Compliance Team. However, the responsibility for and authority to enforce the terms of the Code rests with (1) the Chairman of the Board of Directors of HICUITY HEALTH, (2) the Chief Executive Officer of HICUITY HEALTH, (3) the officers and managers of our organization for their areas of responsibility, and (4) each of you for your individual conduct. If you have questions about the Code, its interpretation, or compliance with any of its provisions, please contact the Compliance Officer, the Chief Executive Officer, or the Chief Financial Officer.

Confidentiality

Confidential Information includes any sensitive and non-public information, including without limitation the Company’s intellectual property, trade secret, or other confidential business information as well as the health information of patients the Company services and the protected information of third-party health care providers. HICUITY HEALTH trade secret information includes information pertaining to any aspect of the Company, its business activities, its proprietary documents, as well as protected information relating to the Company’s customers or suppliers, which is not publicly available and which confers some economic benefit to the Company. Examples include information about our plans, operations, sales, pricing, marketing, proprietary technologies, financial results and information, patient lists and records, employee names, research, technical information, processes, strategic plans, and other business information. Essentially, Confidential Information includes all information about our organization which has not been publicly disclosed. Confidential Information must be maintained in strict confidence. Improper use or disclosure of Confidential Information, even accidentally, can subject us to liability, including penalties under the securities laws.

You may use Confidential Information only as needed to perform your job. You may not disclose Confidential Information to any person except as required in the normal performance of your job. You must not disclose or discuss Confidential Information with, in the presence of, or to any unauthorized persons, including family members and friends, and you must not use Confidential Information or other Company property or resources for personal gain, for the personal benefit of anyone else, or for anything other than our legitimate business purposes. You are expected to take the appropriate precautions to keep Confidential Information secure.

During your employment you may obtain confidential information of public companies. Federal or state law prohibits you from trading in securities of public companies based on this confidential information.

Conflicts of Interest

You should not be involved in any activity that creates or gives the appearance of a conflict of interest. A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Accordingly, you are prohibited from taking for your own personal gain opportunities that are discovered through the use of the Company’s property, information or position, without the written consent of the Board.

A conflict situation may arise when an employee, officer or director has a financial interest, including significant stock ownership, in any entity with which we do business, or provide service. Conflicts of interest also may arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees, of obligations of an employee, officer or director, or their family members, by the Company or any entity with which we do business, may create conflicts of interest.

It is almost always a conflict of interest for an employee, officer or director to have other duties, responsibilities or obligations that run counter to his or her duty to the Company, such as working or providing service simultaneously for a competitor, customer or supplier of the Company. The best policy is to avoid any direct or indirect business connection with the Company’s competitors, customers or suppliers, except on behalf of the Company.

An employee, officer or director should notify the Compliance Officer of the existence of any actual or potential conflict of interest.

Honesty and Fair Dealing

You must deal honestly and fairly with, and respect the rights of, our customers, suppliers, competitors and other third parties. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent or inducing such disclosures by past or present employees of other companies is prohibited. You should endeavor to make our contracts, advertising, literature and other public statements clear and precise and to eliminate any misstatement of fact or misleading impressions. No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

No bribes, kickbacks or any other form of improper payment, direct or indirect, should ever be offered, given, provided or accepted by any employee, officer or director, their family members or agents. In addition, no gifts, favors or business entertainment should ever be offered, given, provided or accepted by any employee, officer or director, their family members or agents, unless it: (1) is not a cash gift; (2) is consistent with customary business practices; (3) is of nominal value; (4) cannot be construed as a bribe or payoff; and (5) does not otherwise violate our policies or any laws or regulations.

Company property, such as office supplies, computer equipment and software, records, customer information, manpower, our name and trademarks, and office space, are expected to be used only for legitimate business purposes.

Record-Keeping and Public Disclosures

We require honest and accurate recording and reporting of information. All of our books, records, accounts and financial statements must be maintained in reasonable detail, accurately and fairly reflect our transactions, not contain false or misleading entries, comply with generally accepted accounting principles at all times and conform both to applicable legal requirements and to our system of internal accounting controls. Unrecorded or “off the books” funds, work or assets should not be maintained unless permitted by applicable law or regulation.

We maintain a system of internal accounting controls that will provide reasonable assurances to our management that all transactions are properly recorded and that material information about the Company is made known to management, particularly during the periods in which our periodic reports are being prepared. You should notify the Chairman of our Board, the Chairman of the Audit and Compliance Committee or our Chief Financial Officer of any: (1) material information or unreported transactions that affect the disclosures made in any of our financial statements; (2) information concerning significant deficiencies and material weaknesses in the design or operation of our internal control over financial reporting which are reasonably likely to adversely affect our ability to record, process, summarize and report financial information; and (3) fraud, whether or not material, that involves management or other employees who have a significant role in our internal control over financial reporting.

Employees, officers and directors should avoid exaggeration, derogatory remarks, guesswork, and inappropriate characterizations of people and companies in their e-mail, correspondence, internal memos, reports, and other records and communications, as these things often become public and can be easily misunderstood. Records always should be retained or destroyed according to our record retention policies. No employee, officer or director should communicate to the public any nonpublic information except as authorized by our Chief Executive Officer or Chief Financial Officer.

Compliance with the Law

We operate in a marketplace which is increasingly competitive and which is subject to close scrutiny and regulation. We are regulated by the Centers for Medicare and Medicaid Services (“CMS”), the Department of Justice, and many other federal, state, and local agencies. This Code and the policies that are part of the Compliance Program discuss many kinds of activities and behavior which, if engaged in, could expose you personally, as well as our organization, to civil and even criminal liability. It is our policy to comply with the laws of the United States and the States and municipalities in which we conduct our business. In some instances, the laws and regulations may be difficult to interpret or may be ambiguous. In these instances, you should seek advice from the Compliance Officer, especially when there is uncertainty about legal requirements applicable to a proposed activity.

You must be vigilant to sense a situation or activity that could represent a potential or real violation of the law. It is impossible in this Code to discuss every law and regulation. It is appropriate, however, to point out those laws which directly affect our business or whose violation would represent serious consequences to our continued viability. The following are outlines of the general legal and ethical principles applicable to all of our employees.

• Employment Laws – Our business depends upon the appropriate and effective interaction between and among employees and management. These relationships are governed not only by common civility but by both state and federal laws. We are committed to equal employment opportunity and fair treatment for employees commencing with hiring and continuing through all aspects of the employment relationships. We are committed to maintaining a non- hostile work environment and to treat our employees with respect. We expect our employees and management to do their part in creating a non-hostile, respectful work environment.
• Health Care Regulations – As a health care provider, we are heavily regulated under federal and state laws. We are committed to compliance with federal and state laws, including the federal Anti-Kickback Statute, state medical practice and nursing practice laws, the Stark law, and False Claims Act, HITECH, the patient privacy and security provisions of the federal Health Insurance Portability and Accountability Act (“HIPAA”) and applicable state patient privacy, anti- kickback and false claims laws of the states in which we do business. As the application of such laws is complicated, it is imperative that you direct any questions about the application of these laws to the Compliance Officer or a member of the Compliance Team in advance of taking any action.

Because the above descriptions are general in nature, please refer to the applicable policies for specifics and ask the Compliance Officer, the Chief Executive Officer, or the Chief Financial Officer if you have any questions.

Communications with Governmental Agencies and Regulators

If, in the course of your employment, you have contact with any government agency, you should only make thoughtful, honest, and accurate statements to the agency or its representatives. Avoid overstatements and do not make statements when you are not sure of the subject matter. It is a violation of this Code to make any false or misleading statements (verbal or written) to any regulatory agency either in conversation or in written documents such as licensure board filings; federal, local, and state income tax returns; and filings made with agencies like CMS.

It is our policy to cooperate promptly and fully with appropriate government or regulatory investigations or inquiries about possible civil or criminal violations of the law. However, contact with a governmental agency that does not occur in the normal course of your duties must be reported immediately to the Compliance Officer. These contacts may involve an investigation or other inquiry about our organization or may include requests by regulatory officials for information about the companies and other organizations with whom we do business. Avoid informal “off-the-record” discussions. Other types of contact which you should report immediately include the receipt of a subpoena or service of legal process.

To the extent practicable, employees should avoid answering any questions or producing any documents to regulatory officials before discussing requests with the Compliance Officer, CEO or Company’s legal counsel. You must remember that your answers to government inquiries matter greatly in any investigation. Any answer you give must be true and must accurately represent your responsibilities and our organization’s activities.

Reporting and Consequences of Violations

Reporting Violations and Asking Questions

We hold all employees, officers and directors individually responsible for carrying out and monitoring compliance with this Code. Except as provided in the paragraph below, directors, officers and employees should immediately report any known or suspected illegal or unethical behavior to the Compliance Officer or the Chairman of the Audit and Compliance Committee. When in doubt, we encourage you to seek counseling about the best course of action to take in any particular situation. You may contact the Compliance Officer or the Chairman of the Audit and Compliance Committee with any questions or concerns about this Code or a business practice.

You may also submit the complaint or concern anonymously if you wish, by contacting our confidential hotline at 800- 398-1496.

Employees may report concerns regarding patient safety or quality-of-care directly to The Joint Commission (hotline is 800-994-6610). The Company has a policy of taking no disciplinary or punitive action because an employee (or other individuals who provide care, treatment, or services) reports a safety or quality of care concern to The Joint Commission.

If you are uncomfortable reporting potential or actual violations to the person or persons identified in this Code, you may instead report those matters in writing to any member of our Compliance Team. Such member will identify and forward the violation report to the appropriate person or persons, not involved in the matter giving rise to the violation, who have sufficient status and authority within the Company to adequately deal with the potential violator of the Code. Any questions or reported violations will be addressed immediately and seriously.

Investigations and Non-Retaliation

The person or persons to whom a potential or actual violation is reported or forwarded will promptly investigate any such violation and will oversee an appropriate response, including corrective action and preventative measures. The Chairman of our Audit and Compliance Committee or the Chief Executive Officer will be involved when appropriate. All reports will be treated confidentially to the extent possible. You must fully cooperate in internal investigations of misconduct.

It is our policy to not allow reprisal or retaliation of any kind against an employee, officer and/or director who acts in good faith in reporting any known or suspected illegal or unethical behavior, or who asks any questions regarding this Code or appropriate actions in light of the Code. Furthermore, for clarity, the Company will not take any disciplinary or punitive action because an employee (or other individuals who provides care, treatment, and services) reports a safety or quality-of-care concern to The Joint Commission.

Consequences of a Violation

Employees, officers or directors who violate any laws, governmental regulations, or any provisions of this Code will face appropriate, case-specific disciplinary action, which may include demotion or immediate discharge. Any employee, officer or director who engages in illegal activity may be reported to the appropriate governmental authorities.

Administration

Our Board and the Audit and Compliance Committee of the Board have approved the standards of business conduct contained in this Code and generally oversee compliance with this Code. Our Compliance Officer is responsible for updating these standards as they deem appropriate to reflect changes in the legal and regulatory framework applicable to the Company, the business practices within our industry, our business practices and the prevailing ethical standards of the communities in which we operate. Our Compliance Officer and the Compliance Team will oversee the procedures designed to implement this Code to ensure that they are operating effectively.

Training on this Code will be included in the orientation of new employees and provided to existing employees, officers and directors on an on-going basis. To ensure familiarity with the Code, you will be asked to read the Code and sign the Compliance Certificate upon hire and as requested by the Company.

Changes in or Waivers of the Code

Any change in or waiver of this Code for directors or officers (including our Chief Executive Officer, Chief Financial Officer, or persons performing similar functions, or any other officer who performs a policy- making function) may be made only in writing by the Board. If required by law, the date, nature and facts of, and reasons for, such change or waiver will be posted on the Company’s website within ten business days of such change or waiver and, with respect to waivers, will be publicly disclosed as may be required. No waiver shall be granted except where necessary and warranted, and where such waiver is limited and qualified so as to protect the Company to the greatest extent possible.

Conclusion

This Code is intended to help you better understand how to comply with the law and our ethical principles and requirements. We have always endeavored to act in accordance with the law and with the highest ethical standards of good business and will continue to do so.

THIS CODE SUPERSEDES ALL EARLIER COMPANY POLICIES, PRACTICES and GUIDELINES DEALING WITH THE SUBJECT MATTER OF THIS CODE EXCEPT AS SPECIFICALLY NOTED. NOTHING CONTAINED IN THIS CODE OR ANY OTHER COMPANY POLICIES WHICH MAY BE COMMUNICATED IN ANY FASHION SHOULD BE CONSTRUED TO CREATE OR BE INTERPRETED AS COVENANTS, PROMISES, OR TERMS OF AN EMPLOYMENT CONTRACT OR GIVE RISE TO ANY CONTRACTUAL RIGHTS.