Corporate Governance

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WHISTLE BLOWER PROTECTION POLICY

 

General

 

The Board of Directors of Vivos Therapeutics, Inc. (the “Company”) is committed to preventing adverse employment action of any kind against employees of the Company who lawfully report information about (i) fraudulent activities within the Company (including wire fraud, mail fraud and bank fraud), (ii) violations of the Sarbanes-Oxley Act of 2002 pertaining to fraud against stockholders of the Company, (iii) questionable accounting, internal accounting controls or auditing matters of the Company, and (iv) conduct by executives of the Company that violate the Company’s Code of Ethics and Business Conduct, or that cause reports and other public disclosures by the Company that are not full, fair and accurate. To advance this commitment, the Company has adopted this Whistle Blower Protection Policy (the “Policy”).

 

Prohibition of Adverse Employment Action

 

It is a violation of this Policy for any officer, director, employee, contractor, subcontractor, or agent of the Company to take any adverse employment action or in any other manner discriminate against an employee of the Company for engaging in any conduct protected by this Policy (discussed below). For the purposes of this Policy, adverse employment action includes terminating, demoting, suspending, threatening or harassing such employee of the Company.

 

Employee Conduct that is Protected under this Policy

 

The following conduct is protected under this Policy from adverse employment action of any kind:

 

A. Where an employee of the Company provides information to a Federal regulatory or law enforcement agency, any member of Congress or a Congressional committee, any Company supervisor or employee with authority to investigate suspected prohibited corporate misconduct (hereinafter, “Authority”), causes information to be provided, or otherwise assists an investigation regarding information the employee reasonably believes constitutes wire fraud, mail fraud, bank fraud or securities fraud against stockholders of the company, or files, causes to be filed, testifies, participates in or otherwise assists, in a proceeding filed or about to be filed relating to any of these matters.

 

B. Employee complaints to an Authority related to any questionable accounting or auditing matters, including, without limitation, the following:

 

  1. fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company;
  2. fraud or deliberate error in the recording and maintaining of financial records of the Company;
  3. deficiencies in or noncompliance with the Company’s internal accounting controls;
  4. misrepresentations or false statements to or by a senior officer or accountant of the Company regarding a matter contained in the financial records, financial reports or audit reports of the Company; or
  5. deviation from full and fair reporting of the Company’s financial condition.

 

C. Employee complaints to an authority related to conduct by Executives of the Company that violate the Company’s Code of Ethics Policy or employee complaints related to disclosures in reports and other public disclosures by the Company that are not full, fair and accurate.

 

Reporting and Investigating Employee Complaints

 

The intended use of this whistle-blowing procedure is for serious and sensitive issues. Serious concerns relating to financial reporting, unethical or illegal conduct should be reported in one of the following ways:

 

 

The recipient of the report will maintain the reporting employee’s anonymity and the confidentiality of the report, if the employee so desires. Employment-related concerns should continue to be reported through your normal channels such as your supervisor, local HR representative, or to the President or

Chief Human Resources Officer.

 

How the Complaint Will Be Handled

 

The action taken will depend on the nature of the concern. The Audit Committee of the Company’s Board of Directors receives a report on each complaint and a follow-up report on actions taken.

 

Initial Inquiries

 

Initial inquiries will be made to determine whether an investigation is appropriate, and the form that it should take. Some concerns may be resolved by agreed action without the need for investigation.

Whether reported to Company personnel or through the hot-line, the Complainant will be given the opportunity to receive follow-up on his/her concern in two (2) weeks:

 

 

Further Information

 

The amount of contact between the Complainant and the body investigating the concern will depend on the nature of the issue and the clarity of information provided. Further information may be sought from the Complainant.

 

Information

 

Subject to legal constraints, the Complainant will receive information about the outcome of any investigations.

 

Additional Rights

 

Employees of the Company may have additional rights under the Sarbanes-Oxley Act of 2002 to file justified complaints with federal regulatory or law enforcement agencies, any member of Congress or committees of Congress or the Securities and Exchange Commission. In the event of dismissal or retaliation for filing a complaint, the employee shall have the right to file a complaint with the Secretary of Labor; and if proper procedures are followed, to bring an action in law or equity in the appropriate federal court.

 

ADOPTED: This 25th day of July 2016

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All content found on the vivoslife.com website, including text, images, audio, or other formats were created for informational purposes only. The content of this website is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on this website. Individual results may vary. Nothing contained in this website infers or creates a warranty, promise, or guarantee of any kind with respect to the clinical outcome or result from treatment using the Vivos technology. The use of the Vivos technologies by any patient must always occur under the direction and supervision of a qualified, trained, and licensed dentist, physician or other qualified health provider, working in close collaboration with qualified medical personnel.