1. Introduction & Purpose

This Anti-Bribery Policy (the "Policy") establishes Nexly Corporation's ("Nexly" or the "Company") commitment to conducting its business ethically and with integrity, and to complying with all applicable anti-bribery laws and regulations, including, but not limited to, the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, and any other relevant anti-corruption laws. Located at 701 South Street Suite 100, Mountain Home, AR 72653, Nexly has a zero-tolerance approach to bribery and corruption. This Policy is designed to:

• Prevent Bribery and Corruption: Prevent bribery and corruption in all business dealings.
• Comply with Anti-Bribery Laws: Ensure compliance with all applicable anti-bribery laws and regulations.
• Protect the Company's Reputation: Protect Nexly's reputation and maintain public trust.
• Establish Clear Responsibilities: Define the roles and responsibilities for preventing and detecting bribery and corruption.
• Provide Guidelines and Procedures: Provide clear guidelines and procedures for Employees and other Covered Parties.
• Encourage Reporting: Encourage reporting of suspected violations. Follow the Whistleblower & Ethics Reporting Policy [Link to Ethics Reporting Policy].

This Policy applies to all Nexly employees, officers, directors, contractors, agents, representatives, and other individuals or entities (collectively, "Covered Parties") who act on behalf of Nexly or who are otherwise associated with the Company. This Policy is to be read in conjunction with the Code of Conduct and all other relevant Company policies.

2. Definitions

For the purposes of this Policy, the following definitions apply:

• Bribery: The offering, promising, giving, or receiving of any undue advantage (e.g., money, gifts, favors) to improperly influence a business decision or to gain an unfair advantage.
• Corrupt Practice: Any act involving the misuse of a position of trust for private gain.
• Undue Advantage: Anything of value, including, but not limited to: cash, gifts, entertainment, travel, services, loans, promises of employment, and political contributions.
• Public Official: Any officer or employee of a government, a government agency, a state-owned enterprise, or any other entity performing a public function. This includes employees of international organizations, political parties, and candidates for public office.
• Facilitation Payment: A small payment made to a public official to expedite or secure the performance of a routine governmental action, such as obtaining a permit or license. Facilitation payments are generally prohibited.
• Related Person or Entity: A family member, close friend, business associate, or any other person or entity who has a close relationship with a Nexly employee, contractor, or vendor.
• Reasonable Hospitality: Business-related expenses (such as meals and entertainment) that are appropriate in the circumstances and are intended to foster goodwill or build relationships, and not to influence business decisions improperly.

3. Prohibitions

Nexly Corporation strictly prohibits the following:

• 3.1. Bribery: Offering, promising, giving, or authorizing the giving of any undue advantage, directly or indirectly, to any person or entity to improperly influence a business decision or to gain an unfair advantage.
• 3.2. Receiving Bribes: Soliciting, accepting, or authorizing the receipt of any undue advantage, directly or indirectly, from any person or entity, to improperly influence a business decision or to gain an unfair advantage.
• 3.3. Dealing with Public Officials: Offering, promising, giving, or authorizing the giving of any undue advantage to a public official to improperly influence any official action or to gain an unfair advantage. Any interactions with public officials must be conducted with utmost transparency and in accordance with all applicable laws and regulations.
• 3.4. Facilitation Payments: Making facilitation payments, except in very limited circumstances where they are permitted by law and are necessary to ensure the safety or well-being of an individual. In such cases, prior approval from the Legal Department is required.
• 3.5. Indirect Bribery: Engaging in any activity that could result in bribery, whether directly or indirectly, including using third parties (e.g., agents, consultants, distributors) to make improper payments.
• 3.6. Recordkeeping: Failing to maintain accurate and complete records of all financial transactions and other business dealings.
• 3.7. Concealment: Concealing or attempting to conceal any bribery or corrupt activity.
• 3.8. Retaliation: Retaliating against any individual who reports suspected bribery or corruption. See also the Whistleblower & Ethics Reporting Policy. [Link to Whistleblower Policy]

4. Guidelines for Permissible Activities

The following activities are generally permissible, provided they are conducted in accordance with the Company's policies and all applicable laws and regulations:

• 4.1. Reasonable Hospitality: Providing or accepting reasonable hospitality, such as meals, entertainment, and travel, that is appropriate in the circumstances and is intended to foster goodwill or build relationships, and not to improperly influence business decisions.
  • Compliance: All hospitality must comply with the following guidelines:
    • Transparency: All hospitality must be transparent and disclosed in accordance with the Company's policies.
    • Appropriateness: The level of hospitality must be reasonable and appropriate for the business context.
    • Compliance with Laws and Regulations: Hospitality must be in compliance with all applicable laws.
• 4.2. Charitable Contributions and Sponsorships: Making charitable contributions or sponsorships, provided that they are made in accordance with the Company's policies and are not intended to improperly influence a business decision.
  • Due Diligence: Conduct due diligence to ensure that the recipient organization is legitimate and that the donation or sponsorship will be used for its intended purpose.
  • Documentation: Document all donations and sponsorships in accordance with the Company's policies.
• 4.3. Business Development: Conducting business development activities.

5. Due Diligence and Third-Party Interactions

Nexly Corporation will conduct appropriate due diligence on third parties, such as agents, consultants, and distributors, to assess their risk of involvement in bribery or corruption.

• 5.1. Due Diligence:
  • Risk Assessment: Assess the potential risk of bribery and corruption associated with each third party.
  • Background Checks: Conduct background checks on third parties, as appropriate.
  • Verification: Verify the legitimacy and reputation of third parties.
• 5.2. Contractual Requirements: Include anti-bribery provisions in contracts with third parties.
• 5.3. Monitoring and Oversight: Monitor the activities of third parties to ensure compliance with this Policy and all applicable laws.

6. Reporting Violations

All Employees are required to report any suspected violations of this Policy.

• 6.1. Reporting Obligation: Employees must report any suspected violations of this Policy, including any instances of bribery or corruption, to their supervisor, the Legal Department, or the Ethics Hotline.
• 6.2. Reporting Channels: Reports can be made through the following channels:
  • Your Supervisor: The employee's direct supervisor or manager.
  • Legal Department: The Company's Legal Department.
  • Ethics Hotline: The Company's Ethics Hotline [Specify Contact Information, e.g., the website, hotline phone number]. Follow the Whistleblower & Ethics Reporting Policy. [Link to Ethics Reporting Policy]
• 6.3. Confidentiality and Non-Retaliation: Nexly will protect the confidentiality of reports to the extent possible and prohibits retaliation against any employee who, in good faith, reports suspected bribery or corruption.

7. Investigation Process

Nexly Corporation will conduct a thorough investigation of all reported allegations of bribery or corruption.

• 7.1. Investigation Team: The investigation will be conducted by a qualified investigator, typically from the Legal Department or an independent third-party.
• 7.2. Procedures: The investigation will follow established procedures, including:
  • Fact-Finding: Gathering and analyzing relevant facts and evidence.
  • Interviews: Interviewing relevant individuals.
  • Document Review: Reviewing relevant documents.
  • Legal Advice: Seeking legal advice, as needed.
• 7.3. Findings: The investigator will prepare a written report summarizing the findings of the investigation, including:
  • The allegations.
  • The evidence gathered.
  • The findings of fact.
  • The conclusions.
  • Recommendations for corrective action, if any.

8. Consequences of Non-Compliance

Violations of this Policy may result in disciplinary action, up to and including termination of employment or contract, and potential legal action.

• 8.1. Disciplinary Action: Disciplinary action may include, but is not limited to:
  • Written warnings.
  • Suspension without pay.
  • Demotion.
  • Termination of employment or contract.
• 8.2. Legal Action: Nexly Corporation reserves the right to pursue all available legal remedies against any individual or entity that violates this Policy.
• 8.3. Reporting to Authorities: In cases of suspected criminal activity, Nexly may report the matter to law enforcement authorities.
• 8.4. Financial Liability: Any employee or contractor found to have engaged in bribery or corruption may be held personally liable for any financial losses or penalties incurred by the Company.

9. Training and Education

Nexly Corporation will provide training and education to Employees.

• 9.1. Training Requirements: All Employees will receive training on this Anti-Bribery Policy.
  • Training Frequency: Training will be provided [Specify Frequency, e.g., annually] or more frequently as needed.
  • Role-Specific Training: Employees whose roles involve interaction with public officials or vendors will receive specialized training.
• 9.2. Training Content: Training will cover the key provisions of this Policy, anti-bribery laws and regulations, and best practices for preventing and detecting bribery and corruption.
• 9.3. Resources: The Company will provide employees with access to resources and information.

10. Policy Review & Amendments

This Anti-Bribery Policy will be reviewed and updated regularly.

• Review Frequency: This Policy will be reviewed at least [Specify Frequency, e.g., annually] or more frequently.
• Review Process: The review process will involve:
  • Stakeholder Input: Gathering input from key stakeholders, including the Legal Department, Internal Audit, and other relevant departments.
  • Legal and Regulatory Review: Ensuring the Policy complies with all applicable laws and regulations.
  • Best Practices: Taking best practices.
• Policy Amendments and Communication: Any amendments to this Policy will be approved by [Specify Approving Authority, e.g., the Board of Directors or the Executive Leadership Team] and communicated to all Employees through [Specify Communication Channels, e.g., company-wide email, intranet posting, training sessions].
• Policy Ownership: The Legal Department, with support from the Compliance Department, is responsible for maintaining and updating this Policy.

**Acknowledgement:** By working for Nexly Corporation, all employees, contractors, and other involved parties are deemed to acknowledge that they have read, understood, and agree to abide by the terms and conditions outlined in this Anti-Bribery Policy.