Policy Of Ethical Standards of Business Conduct

POLICY OF ETHICAL STANDARDS FOR BUSINESS CONDUCT I.

POLICY OF ETHICAL STANDARDS FOR BUSINESS CONDUCT

I. Introduction It is the policy of Babcock Ranch Home Decor LLC (hereinafter called the "Company") to conduct all business transactions in accordance with the highest ethical standards. This document (the "Policy") sets forth the ethical standards all associates (including all officers) and members of the Board of Directors of the Company are expected to abide by when acting on behalf of the Company. Any associate who shall be found to have violated this Policy shall be subject to disciplinary action, up to and including termination. Any claim that a Director has violated this Policy will be reviewed by the full Board of Directors.

II. Business Ethics and Conduct

Compliance with Laws: All individuals shall conduct their business affairs on behalf of Babcock Ranch Home Decor LLC in accordance with all applicable laws of the United States and other governmental jurisdictions in which the Company does business and shall observe the highest standards of business ethics. Specifically, and without limitation:

a. All individuals involved in the preparation, review, and filing of financial reports and other information for public disclosure regarding the Company must accurately record all financial dealings and comply with the laws and regulations regarding such activities. All associates who provide information as a part of this process must comply with the Company's disclosure controls and procedures.

b. Political Contributions: Political contributions are highly regulated on the federal, state, and local governmental levels. No contributions may be made with Company funds or in the name of/on behalf of the Company without authorization from the Board of Directors.
Political Contributions: Political contributions are highly regulated on the federal, state, and local governmental levels. No contributions may be made with Babcock Ranch Home Decor LLC funds or in the name of/on behalf of the Company without authorization from the Board of Directors.
Payment to Government Personnel: All individuals must comply with the laws of the countries in which Babcock Ranch Home Decor LLC operates (including concerning bribery and corruption), in addition to the laws of the United States (including the Foreign Corrupt Practices Act (the "FCPA")). The FCPA broadly prohibits commercial bribery of non-U.S. officials. Specifically, the FCPA makes it a crime to offer, promise, authorize, or make a corrupt payment (i.e., a "bribe") of money or anything else of value, directly or indirectly, to a non-U.S. official or to any person for the benefit of a non-U.S. official, for the purpose of obtaining, retaining, or directing business to anyone, or to obtain any improper business advantage. The FCPA covers a broad array of "officials," including, among others, employees of government-owned or-controlled businesses. Other laws prohibit these types of payments to U.S. government officials as well. It is important to recognize that the FCPA's prohibition covers both monetary and non-monetary things of value. Even relatively minor gifts, services to, and/or improper entertainment of domestic or foreign government personnel or their family members are strictly prohibited since they may be construed as attempts to influence government decisions in matters affecting the Company. In addition, the FCPA mandates that all financial records be kept in reasonable detail and accurately and fairly reflect the transactions of Babcock Ranch Home Decor LLC.
Commercial Bribery: No individual shall engage, or authorize an agent of Babcock Ranch Home Decor LLC to engage, in the soliciting, receiving, or accepting, either directly or indirectly, of any bribe, kickback, or other improper payment from any associate or agent of any supplier, landlord, lessee, competitor, or other entity dealing with the Company.
III. Conflicts of Interest
1. Acceptance of Gifts: Babcock Ranch Home Decor LLC's policy generally prohibits the acceptance of gifts or gratuities from any of the company's current or potential business partners (whether they be vendors, landlords, competitors, outside consultants, or others), whether in the form of money, merchandise, services, honoraria, and other things of value or any other form (other than non-cash promotional gifts of nominal value $25 or less generally used for promotional purposes by such business partners). If any such gift is offered to an individual by such a business partner, and if such individual’s best judgment is that acceptance of such gift (i) is in the best interest of the company, and (ii) would not interfere with their ability to exercise independent judgment on behalf of the company regarding future transactions with such business partner, then it is the individual’s obligation and responsibility, prior to accepting the gift, to inform the most senior company Vice President of their group or region (or, in the case of an Executive Officer and other key executives reporting directly to the Chief Executive Officer (collectively “the company’s Operating Team”), the Chief Executive Officer; or, in the case of a Director, the Lead Director), who shall make the determination as to whether and under what limited circumstances the gift may be accepted. In situations where the gift (other than a promotional gift) has already been received, it is the associate’s obligation and responsibility to inform the most senior company Vice President of their group or region (or, in the case of an Executive Officer or a member of the company’s Operating Team, the Chief Executive Officer; or, in the case of a Director, the Lead Director), who shall determine the proper disposition of such gift. In most cases, the proper disposition will be the equitable distribution of such gifts among other associates of the company.
2. Entertainment and Business Meals: Babcock Ranch Home Decor LLC's policy generally prohibits the acceptance of offers of entertainment from any of the company's current or potential business partners (whether they be vendors, landlords, competitors, outside consultants, or others), such as tickets to shows or sporting events, non-business travel, vacation arrangements, etc. If any such offer is made to an individual by such a business partner, and if such individual’s best judgment is that acceptance of such offer (i) is in the best interest of the company, and (ii) would not interfere with their ability to exercise independent judgment on behalf of the company regarding future transactions with such business partner, then it is the individual’s obligation and responsibility, prior to accepting such offer, to inform the most senior company Vice President of their group or region (or, in the case of an Executive Officer or a member of the company’s Operating Team, the Chief Executive Officer; or, in the case of a Director, the Lead Director), who shall make the determination as to whether and under what limited circumstances the offer may be accepted. Acceptance of invitations to occasional business meals from such current or potential business partners involves an acceptable and normal business practice if kept within reasonable limits; however, the frequency, cost, and other circumstances surrounding such business meals should not be such that the individual’s ability to exercise independent judgment on behalf of the company is or may appear to be compromised. In all cases, associates must inform the most senior company Vice President of their group or region (or, in the case of an Executive Officer or a member of the company’s Operating Team, the Chief Executive Officer; or, in the case of a Director, the Lead Director) prior to the occurrence of such business meals.
Investing in Suppliers or Competitors: Individuals must avoid investments in any company if that investment interferes or might appear to interfere with their independent business judgment. The determination of whether any such investment is improper depends on the facts and circumstances of each case. An investment would likely be viewed as inappropriate if Babcock Ranch Home Decor LLC and the other company have a business relationship or are competitors, and the individual’s financial interest is of such a size that his or her decision-making process could or might appear to be influenced. Similarly, an investment of any size would likely be viewed as inappropriate if made while the individual was in active negotiations with the other company. However, as a general rule, to the extent the individual neither has nor is likely to have any direct business dealings with the other company, an investment would not be deemed improper if it (i) is in a company whose shares are registered on a national securities exchange; (ii) represents less than one-tenth of 1% of the shares outstanding of the company in question; and (iii) is made without the use of material non-public information gained during the course of employment with Babcock Ranch Home Decor LLC. For purposes of this Policy, investment means stocks, bonds, notes, debentures, options, etc. Ownership of broad-based mutual funds that may hold investments prohibited by this Policy is not deemed to be a violation. It is the individual’s obligation and responsibility to bring any such investment or any relationship that might appear to interfere with independent business judgment to the attention of the most senior Company Vice President of their group or region (or, in the case of an Executive Officer or a member of the company’s Operating Team, the Chief Executive Officer).
Outside Employment: Subject to the following conditions, associates may hold jobs outside Babcock Ranch Home Decor LLC. All associates must meet the performance standards of their job with the company. All associates will be judged by the same performance standards and will be subject to the company’s scheduling demands, regardless of any outside work requirements. If the company determines that an associate's outside work interferes with performance or the ability to meet the requirements of the company as they are modified from time to time, the associate may be asked to terminate the outside employment if they wish to remain with the company. Outside employment that, in the sole discretion of the company, constitutes a conflict of interest, that may result in the disclosure of the company’s confidential information, that has the appearance of impropriety, or that may otherwise damage the reputation of the company (i.e., employment with a direct competitor, major vendor, or supplier) is not permitted, and the company may require an associate to terminate such employment to remain with the company. For purposes of this paragraph, outside employment means any relationship where value is provided for services rendered, including, without limitation, a consulting, advising, or brokering relationship.
Employment of Relatives or Close Friends by Company Business Partners: Conflicts of interest may arise as a result of (i) Babcock Ranch Home Decor LLC doing business with a business partner that employs a close friend or a relative of an associate at the company, and/or (ii) employment by a company business partner of close friends or relatives of an associate at the company (i.e., the daughter or son of a company associate is hired by the company’s outside accounting firm). Prior to any such business relationship or employment, the associate involved must inform the most senior Company Vice President of their group or region (or, in the case of an Executive Officer or a member of the company’s Operating Team, the Chief Executive Officer), who shall then make a determination as to what additional controls, if any, should be implemented to avoid actual conflicts of interest.
1. Solicitation of Business Partners: Company policy prohibits associates from soliciting charitable contributions from our vendors, landlords, consultants, or other current or potential business partners, unless (i) prior approval is obtained from the Company's General Counsel, and (ii) the solicitation is subject to any controls required by the General Counsel to prevent contributions from interfering with or compromising the independent judgment of associates on behalf of the company. Please note that this policy does not apply to solicitations of $100 or less, made by associates to employees of our business partners with whom they have established a personal relationship, for charities such as walk-a-thons or Girl Scout cookies. However, any such solicitations and donations must not interfere with or give the appearance of compromising the independent judgment of associates on behalf of the company, and they should be disclosed in advance to the appropriate Vice President of their group or region.
2. Doing Business with Former Associates: If a former associate accepts a position with a company business partner, the company may choose not to do business with that former associate or the business partner if a conflict of interest is determined to exist. If a current associate is approached by a former associate seeking to do business with the company, or if a current associate seeks to do business with a former associate, the matter must be brought to the attention of the most senior Company Vice President of their group or region (or, in the case of an Executive Officer or a member of the company's Operating Team, the Chief Executive Officer).
3. Indirect Violations: An individual should not be indirectly involved in any activity that would violate this Policy if they were to engage in the conduct themselves. For instance, if an investment by an associate in a company would be inappropriate under section III(3) of this Policy, it would also be inappropriate for the associate to make such an investment through a spouse, family member, or personal friend. Each of us must maintain the highest level of intellectual honesty and personal integrity in our daily responsibilities.
IV. Associate Honesty The company expects all associates to conduct themselves with honesty and integrity in their business dealings. The following examples of conduct will be considered violations of this Policy:
- Knowingly failing to report violations of any provisions of this Policy to senior management.
- Deliberately misstating inventory by non-compliance with company policies or procedures.
- Willfully disregarding policies or procedures to manipulate results, regardless of the impact on the company.
- Purchasing merchandise using an associate discount with the intention of reselling it for personal gain.
As we strive for greater personal accountability, it is crucial that we uphold the highest standards of honesty and integrity in all aspects of our work. While this policy cannot cover every situation, exercising good judgment and maintaining a strong sense of personal integrity is paramount.
V. Authorized Use of Company Property/No Expectation of Privacy All Company assets, including telephones, computers, telecopiers, office supplies, electronic mail, smartphones, and other electronic communication devices, are to be used solely for authorized business purposes. The Company has specific policies governing the use of electronic communication systems and the Internet, which can be obtained from your HR manager.

It should be understood that authorized Company personnel may have access to information stored on our computers, including the electronic mail system, for purposes such as receiving business information, troubleshooting, preventing system misuse, ensuring policy compliance, and more. Given these business requirements, individuals should not expect privacy in relation to Company files, disks, storage areas, computer systems, or electronic mail, including messages sent or received using Company systems.

VI. Confidential Information The Company may provide you with certain information or you may come across third-party information that is considered highly confidential ("Confidential Information"). This includes proprietary business information such as sales figures, earnings information, business methods, strategies, plan-o-grams, control sheets, pricing information, vendor information, customer information, and other related proprietary business information. Confidential Information also encompasses non-public personal information of associates, such as social security numbers, financial account numbers, driver's license numbers, and medical information (including family medical history).

Under no circumstances should individuals directly or indirectly disclose Confidential Information of the Company or a third party to anyone, except when it is necessary within the scope of their activities on behalf of the Company. Casual conversations about Confidential Information should be avoided in public areas where the information may be overheard by individuals outside the Company or by Company personnel who have no legitimate business need to know. The obligation to refrain from disclosing Confidential Information extends even after employment or directorship has ceased, unless and until the information becomes generally known to the public through means other than improper disclosure. A more detailed discussion of the Company's policy on Confidential Information can be found in the Associate Handbook.

VII. Waivers Requests for waivers of any provision in this policy can only be granted by the most senior Vice President responsible for an associate's area, and in the case of a member of the Company's Operating Team, by the Chief Executive Officer. Generally, waivers will only be granted in cases where there is a valid justification.

VIII. Effect on Other Policies/Revisions This Policy supplements other policies and guidelines published by the Company, including but not limited to those concerning Mutual Respect, Sexual Harassment, Equal Opportunity Employment, Substance Abuse, Prohibitions on Insider Trading, Travel and Expenses, and the Personal Information Security Policy. Information on these and other Company policies can be found in the Associate Handbook or by contacting Human Resources. The Company retains the discretion to revise or modify this Policy as needed based on circumstances.

IX. Consequences for Failing to Adhere to Policy/Questions and Providing Information Failure to comply with this Policy, including failure to disclose any conflict of interest or potential conflict of interest, or failure to seek an exception from the Company, is considered a serious violation and may result in disciplinary action, up to and including termination of employment. Any disciplinary action will be carried out in accordance with local laws and regulations.

If you have any questions regarding this policy or need to report a possible violation, please contact the Vice President - Human Resources at hello@babcockranchhomedecor.com. Alternatively, you may call Global Compliance at 1-800-824-7103, where you have the option to remain anonymous. All reports of potential violations will be fully investigated and addressed as appropriate, in accordance with this Policy and any other relevant Company policies.